AGREEMENT FOR SALE AND PURCHASE OF PROPERTY EDGEWOOD VISTA 1 SENIOR HOUSING ASSETS PORTFOLIO BETWEEN IRET PROPERTIES, A NORTH DAKOTA LIMITED PARTNERSHIP (Seller) AND EDGEWOODVISTA SENIOR LIVING, INC., EDGEWOOD PROPERTIES MANAGEMENT LLC, AND EDGEWOOD...

THE SUBMISSION OF THIS DOCUMENT FOR EXAMINATION, NEGOTIATION AND SIGNATURE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A RESERVATION OF,

OR AN OPTION FOR THE PROPERTY.

(a)

Acquisition Proposal.  Acquisition Proposal means any unsolicited, bona fide offer or proposal by any person or entity in respect of a transaction to acquire all (but not less than all) of the properties which are (i) subject to this Agreement and (ii) subject to the Purchase Agreements identified on Exhibit 3.

(b)

Building.  The building(s) located on the Land.

(c)

Buyer’s Broker.  None; Buyer is not represented by a broker in this transaction. 

(d)

Closing.  The closing and consummation of the purchase and the sale of the Property pursuant hereto.

(e)

Closing Agent.    ▇▇▇▇▇▇▇ Title of Colorado, Inc., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, which shall also act as escrow agent pursuant to the terms and conditions of this Agreement.

(f)

Closing Date.  The date on which the Closing occurs as provided in Section 10.1 hereof.

(g)

Closing Year.  The calendar year in which the Closing occurs.

(h)

Code.  The Internal Revenue Code of 1986, as amended.

(i)

Consideration.  Defined in Section 4.1 below.

(j)

Contract Date.  The date upon which this Agreement shall be deemed effective, which shall be the later date of signature of the parties set forth on the signature page.

(k)

Deed(s).  The limited warranty deed(s) to be executed by Seller, in form reasonably approved by Buyer, Seller, and the Title Company.

(l)

Due Diligence Documents.  The documents and information set forth on Exhibit 2, to be provided to Buyer by Seller pursuant to Section 6.1 below.

(m)

Environmental Laws.  Any applicable statute, code, enactment, ordinance, rule, regulation, permit, consent, approval, authorization, license, judgment, order, writ, common law rule (including, but not limited to, the common law respecting nuisance and tortious liability), decree, injunction, or other requirement having the force and effect of law, whether local, state, territorial or national, at any time in force or effect relating to:  (i) emissions, discharges, spills, releases or threatened releases of Hazardous Substances into ambient air, surface water, ground water, watercourses, publicly or privately owned treatment works, drains, sewer systems, wetlands, septic systems or onto land; (ii) the use, treatment, storage, disposal, handling, manufacturing, transportation or shipment of Hazardous Substances; (iii) the regulation of storage tanks or sewage disposal systems; or (iv) otherwise relating to pollution or the protection of human health or the environment.

(n)

Hazardous Substances.  All substances, wastes, pollutants, contaminants and materials regulated, or defined or designated as hazardous, extremely or imminently hazardous, dangerous, or toxic, under the following federal statutes and their state counterparts, including any implementing regulations:  the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; the Atomic Energy Act, 42 U.S.C. §§ 2011 et seq.; the Hazardous Materials Transportation Act, 42 U.S.C. §§ 1801 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; or any other federal, state, or municipal statute, law or ordinance regulating or otherwise dealing with or affecting materials deemed dangerous or hazardous to human health or the environment; with petroleum and petroleum products including crude oil and any fractions thereof; with asbestos; and with natural gas, synthetic gas, and any mixtures thereof.

(o)

Improvements.  The Building and any other buildings, structures, sidewalks, drives, parking lots, landscaping and improvements located upon the Land, including all systems, facilities, fixtures, machinery, equipment and conduits to provide fire protection, security, heat, exhaust, ventilation, air conditioning, electrical power, light, plumbing, refrigeration, gas, sewer, and water thereto (including all replacements or additions thereto between the Contract Date and the Closing Date).

(p)

Land.  Fee title absolute or such other specified estate listed on Exhibit 1 in each tract or parcel of land legally described in Exhibit 1,  together with all privileges, rights, easements, and appurtenances thereto belonging.

(q)

Leases.  The lease or leases in effect or affecting the Property as of the Contract Date. 

(r)

Licensing Approvals.  Defined in Section 8.1.7 below.

(s)

Operating Expenses.  Utility charges (including without limitation water, electricity, sewer, gas, and telephone), Taxes, special assessments, operation expenses, maintenance expenses, fees paid or payable under any licenses and permits in respect to the Property, and any other recurring costs or expenses relating or pertaining to the Property.

(t)

Personal Property.  The tangible and intangible personal property owned by Seller and located at, or used in connection with, the Property (if any), including, without limitation, all warranties, guarantees, plans, specifications, documents, instruments, licenses, permits, approvals, authorizations, certificates (including certificates of occupancy), and operating manuals associated with the construction and operation of the Improvements, together with all replacements or additions thereto between the Contract Date and the Closing Date. 

(u)

Property.  All of Seller’s right, title and interest in, to and under the following: (i) the Land; (ii) the Improvements; (iii) the Leases;  and (iv) the Personal Property.

(v)

Prorate.  The division of income and expenses of the Property between Seller and Buyer based on their respective periods of ownership during the Closing Year and as of 12:01 a.m. local time where the Land is located on the Closing Date.

(w)

Rent.  All (i) rent payable by Tenant pursuant to the Leases (including without limitation fixed, minimum and base rents), (ii) if any, all parking and storage revenue, and (iii) if any, all other income generated by or otherwise derived from the Property.

(x)

Seller's Board of Directors.  The Board of Directors of IRET, Inc., a North Dakota corporation, the general partner of IRET Properties, a North Dakota Limited Partnership.

(y)

Seller’s Broker.  BMO Capital Markets, who is representing Seller in this transaction. 

(z)

Seller’s Knowledge.  Defined in Section 7.2 below.

(aa)

Superior Proposal.  Superior Proposal means any bona fide written Acquisition Proposal received by the Seller after the date hereof that Seller’s Board of Directors determines in good faith is more favorable to the Seller's equity holders, taking into account all relevant legal, financial, regulatory and other material factors (including the likelihood the transaction subject to the Superior Proposal would be consummated), than the transactions contemplated by this Agreement and the Purchase Agreements identified in Exhibit 3.  

(bb)

Taxes.  All general real estate (including special assessments), ad valorem, sales, and personal property taxes assessed against the Property.

(cc)

Tenant.  The tenants under the Leases.

(dd)

Title Commitments.  Commitments for ALTA Owner’s Title Insurance Policies for the Property, issued by Title Company in the full amount of the Consideration, agreeing to insure title to the Property on or after the Contract Date, showing Seller as owner of the Property, and indicating the conditions upon which Title Company will issue full extended coverage over all general title exceptions contained in such policies, and including such endorsements as Buyer may request.

(ee)

Title Company.  ▇▇▇▇▇▇▇ Title of Colorado, Inc., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.  The parties agree that the Title Company shall issue the Title Commitments and the Title Policies.

Deadline

Go Hard Date

▇▇▇▇▇▇▇ Money Amount

1

Inspection Date

$68,511.26

2

30 days after Inspection Date

$91,394.03

3

60 days after Inspection Date

$91,394.03

4

90 days after Inspection Date

$91,257.00

(a)

General.  For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing occurs.  All prorations shall be made on the basis of the actual number of days of the year and month that shall have elapsed prior to the Closing Date.

(b)

Rent.  The parties shall Prorate all Rent actually received by Seller for the month in which Closing occurs.  At Closing, to the extent actually received by Seller prior to Closing, Seller shall pay to Buyer any and all prepaid Rent relating or pertaining to the Property.  If Seller receives payment for Rent after Closing, Seller shall immediately pay to Buyer the portion of such payment which relates to the period on and after the Closing Date, and any portion of such payment which relates to the period prior to Closing which was credited to Seller at Closing.  Annual Rent increases pursuant to the Leases are to be paid through the day preceding the Closing Date; provided, however, that if this transaction Closes, Buyer will receive a Rent credit at Closing equal to the annual Rent increases beginning November 1, 2016 through the day preceding the Closing Date, which the parties shall Prorate for the month in which Closing occurs.  Any Capital Expenditures Obligation (as defined in the Leases) of Seller, as landlord, pursuant to the Leases with respect to an annual $350 per unit allowance toward payment or reimbursement of Capital Expenditures (as defined in the Leases) made by Tenant shall be paid by Seller through December 31, 2016, with any unused portion on any Property for the year 2016 to be applied as a credit to the Consideration allocated for that Property at Closing.  If this transaction Closes, percentage rent under the Leases for the year 2016 (if any) shall accrue through October 31, 2016 and shall be paid to Seller at Closing; provided that Buyer shall provide to Seller all information and documents necessary to calculate any such percentage rent no later than December 15, 2016, with such calculation to be an amount mutually agreed upon by Seller and Buyer prior to Closing.

(c)

Taxes.  The parties acknowledge that, pursuant to the Leases, Tenant is obligated to reimburse Seller as landlord for all Taxes and installments of special assessments of the Property.  Seller shall not provide a credit to Buyer at Closing for any proration of Taxes or installments of special assessments that are due and payable in the Closing Year, unless Seller has collected money under the Leases for Taxes and has not paid a corresponding amount to the relevant taxing authority.  Buyer shall provide a credit to Seller for any Taxes or installments of special assessments that are due and payable in the Closing Year that Seller as landlord has paid which are the responsibilities of Tenant pursuant to the Leases and Tenant has not yet reimbursed to Seller as landlord in accordance with the Leases.  Buyer shall pay all Taxes and installments of special assessments due and payable in the Closing Year and for years prior to the Closing Year, if any remain outstanding, and shall upon request furnish evidence of such payment to Title Company.  Buyer shall be solely responsible for all remaining future Taxes and installments of any special assessments.  Real property tax refunds and credits received after the Closing shall belong to Buyer. 

(d)

Operating Expenses.  The parties acknowledge that, pursuant to the Leases, Tenant is obligated to pay all Operating Expenses of the Property.  The parties shall not provide any credit for the proration of such Operating Expenses.  Buyer shall ensure that Tenant pays all utility charges for the Property through the Closing Date.  Commencing on the Closing Date, Buyer shall pay all utility charges for the Property (excluding any utilities held in the name of Tenant).

(e)

Tenant Obligations.  Notwithstanding anything in this Section 4.2 to the contrary, if Tenant is obligated under the Leases to directly pay any Operating Expenses (including without limitation Taxes), then said items will not be prorated between the parties.

(f)

Proration Statement.  As soon as reasonably possible prior to Closing, Seller and Buyer shall work together in good faith to prepare a joint statement of the prorations required by this Section (“Proration Statement”), and shall deliver the Proration Statement to the Closing Agent for use in preparing the final settlement statements.

(g)

Post-Closing Reconciliation.  As soon as reasonably possible after Closing, but in no event more than ninety (90) days after Closing, the parties shall work in good faith to complete a reconciliation of all prorations (“Reconciliation”).  If there is an error on the Proration Statement used at Closing or, if after the actual figures are available as to any items that were estimated on the Proration Statement, then the proration or apportionment shall be adjusted based on the actual amounts.  As soon as reasonably possible, but in no event more than 60 days after Closing, Seller shall provide to Buyer an accounting detailing all of the Operating Expenses attributable to the Closing Year that were actually paid by Seller.  Either party owing the other party a sum of money based on the Reconciliation shall pay said sum to the other party within five (5) business days of the completion of the Reconciliation.  Seller and Buyer shall each be responsible for the accounting and validity of ▇▇▇▇▇▇▇▇ to Tenant for those Operating Expenses incurred during each of Seller’s and Buyer’s respective periods of ownership of the Property.  This subsection shall survive Closing.

7.1. Seller’s Representations, Warranties and Covenants.  In addition to any other express representations, warranties and covenants provided by Seller to Buyer elsewhere in this Agreement, Seller represents, warrants and covenants to Buyer as of the Contract Date:

7.1.1. Authority.  Seller is formed pursuant to, and in good standing under, the laws of the State of Delaware.  Seller is authorized to own and operate real estate in the State in which the Land is located.  Seller is not subject to any proceeding in bankruptcy or any proceeding for dissolution or liquidation.  This Agreement and all exhibits and documents to be delivered by Seller pursuant to this Agreement have been duly executed and delivered by Seller and constitute the valid and binding obligations of Seller, enforceable in accordance with their terms.  Seller has all necessary authority, has taken all action necessary to enter into this Agreement and to consummate the transactions contemplated hereby, and to perform its obligations hereunder.  The execution, delivery, and performance of this Agreement will not conflict with or constitute a breach or default under (i) the organizational documents of the Seller; (ii) any material instrument, contract, or other agreement to which Seller is a party which affects any of the Property; or (iii) any statute or any regulation, order, judgment, or decree of any court or governmental or regulatory body.

7.1.2. Environmental Matters.  To the best of Seller’s knowledge, without investigation, except as disclosed in any of the Due Diligence Documents:  (i) Hazardous Substances have not been used, generated, transported, treated, stored, released, discharged or disposed of in, onto, under or from the Property in violation of any Environmental Laws by Seller or by Tenant; (ii) there are no underground tanks or any other underground storage facilities located on the Property; and (iii) there are no ▇▇▇▇▇ or private sewage disposal or treatment facilities located on the Property.

7.1.3. Non-Foreign Status.  Seller is not a “foreign person” as that term is defined in the Code and the regulations promulgated pursuant thereto.

7.1.4. Anti-Terrorism Laws.  Neither Seller, nor any of its affiliated entities, is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law No. 107-56.  Neither Seller nor, to the knowledge of Seller, any of its affiliated entities, or their respective brokers or agents acting or benefiting in any capacity in connection with the purchase of the Property, is any of the following:  (i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Laws; (iv) a Person or entity that commits, threatens, or conspires to commit or supports “terrorism” as defined in the Executive Order; or (v) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.  Neither Seller nor, to the knowledge of Seller, any of its brokers or other agents acting in any capacity in connection with the purchase of the Property:  (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person as described above; (y) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (z) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any of the Anti-Terrorism Laws.

7.1.5. Governmental Matters.  Seller has not received written notice from any governmental body having jurisdiction over the Property of:  (a) any pending or contemplated annexation or condemnation proceedings, or purchase in lieu of the same, affecting or which may affect all or any part of the Property; (b) any proposed or pending proceeding to change or redefine the zoning classification of all or any part of the Property; (c) any uncured violation of any legal requirement, restriction, condition, covenant or agreement affecting the Property or the use, operation, maintenance or management of the Property; (d) any uncured violations of laws, codes or ordinances affecting the Property; or (e) any violation of the terms of any permit required for the operation of the Property as presently operated.

7.1.6. Litigation.  To Seller’s knowledge, except as disclosed in any of the Due Diligence Documents, there is no controversy, investigation, complaint, protest, proceeding, suit, litigation or claim relating to the Property or any part thereof, or relating to Seller, which might adversely affect the Property.

7.1.7. No Bankruptcy.  Seller:  (a) is not in receivership or dissolution; (b) has not made any assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature; (c) has not been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any jurisdiction and no such petition has been filed against Seller or any of its property or affiliates, if any; and (d) none of the foregoing are pending or threatened.

7.2. All references in this Section 7 or elsewhere in this Agreement and/or in any other document or instrument executed by Seller in connection with or pursuant to this Agreement, "to Seller's knowledge" or "to the best of Seller’s knowledge" and words of similar import shall refer solely to facts within the current, actual knowledge of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ (the “Seller's Designated Employees”), without independent inquiry or investigation, and without any actual or implied duty to inquire or investigate, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or of any affiliate of Seller, or of any other employee, officer, director, shareholder, manager, agent, or representative of Seller, or any affiliate thereof, or to impose upon said Seller's Designated Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains.  Notwithstanding anything expressed or implied herein, the Seller's Designated Employees are acting for and on behalf of Seller, and is in no manner expressly or impliedly making any representations or warranties in an individual capacity.  Nothing expressed or implied herein shall be deemed to create any personal liability on the Seller's Designated Employees for any obligations, liabilities or other agreements of Seller contained herein.

7.3. The representations, warranties and covenants of Seller contained in this section are made on the Contract Date and shall be deemed remade by Seller, and shall be true in all material respects, as of the Closing Date.  Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is fifteen (15) months from the Closing Date; provided that the representations and warranties in Sections 7.1.1, 7.1.3 and 7.1.4 shall survive indefinitely.  If Seller learns that any of said representations or warranties has become inaccurate between the Contract Date and the Closing Date, then Seller shall promptly notify Buyer in writing of such change.  The Closing Date shall be automatically extended for ten (10) days in order to allow Seller to cure such change.  If Seller cures such change, then this Agreement shall proceed to Closing.  If Seller does not cure such change, then Buyer may either (a) terminate this Agreement by written notice to Seller, in which case the ▇▇▇▇▇▇▇ Money shall be returned to Buyer and the parties shall have no further rights or obligations hereunder, except for those which expressly survive such termination, or (b) waive such right to terminate and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement.  If Buyer elects option (b) in the preceding sentence, then the representations and warranties shall be deemed to be automatically amended to reflect said change. 

7.4. Seller shall have no liability to Buyer by reason of a breach or default of any of Seller's representations, unless Buyer shall have given to Seller written notice ("Warranty Notice") of such breach or default within fifteen (15) months of the Closing Date, and shall have given to Seller an opportunity to cure any such breach or default within a reasonable period of time after Buyer's Warranty Notice.  No claim for breach of any representation or warranty of Seller shall be actionable or payable unless the valid claims for all such breaches collectively aggregate more than $10,000.00, in which event the full amount of such claims shall be actionable.  In no event shall the aggregate liability of Seller to Buyer by reason of a breach or default of one or more of Seller's representations exceed three percent (3%) of the Consideration for the entire portfolio contemplated by this Agreement and the Purchase Agreements; provided, however, if such claim relates to a breach relating to an individual Property, Seller's liability shall not exceed the amount that is the allocated purchase price of such Property as set forth on Exhibit 4.1.  Seller's liability shall be limited to actual damages and shall not include consequential, special or punitive damages.  Any litigation with respect to any representation must be commenced within sixty (60) days from the date of the Warranty Notice, and if not commenced within such time period, Buyer shall be deemed to have waived its claims for such breach or default.  Any proceeding or litigation based upon a claim of fraud, misrepresentation or similar theory shall be commenced by Buyer within fifteen (15) months of the Closing Date and, if appropriate proceedings are not commenced within such time period, Buyer shall be deemed to have waived any such claim.

7.5. No member, manager, partner, shareholder, officer, employee or agent of or consultant to, or of, Seller shall be held to any personal liability hereunder, and no resort shall be had to their property or assets, or the property or assets of Seller for the satisfaction of any claims hereunder or in connection with the affairs of Seller.  Furthermore, prior to Closing, Seller’s liability under this Agreement is explicitly limited to Seller’s interest in the Property, including any proceeds or awards thereof.  Prior to Closing, Buyer shall have no recourse against any other property or assets of Seller, the general account of Seller, any separate account of Seller, or to any of the past, present or future, direct or indirect, shareholders, partners, members, managers, principals, directors, officers, agents, incorporators, affiliates or representatives of Seller (collectively, “Seller Parties”) or of any of the assets or property of any of the foregoing for the payment or collection of any amount, judgment, judicial process, arbitration award, fee or cost or for any other obligation or claim arising out of or based upon this Agreement and requiring the payment of money by Seller.  Except as otherwise expressly set forth in this subsection, prior to Closing, neither Seller nor any Seller Party shall be subject to levy, lien, execution, attachment or other enforcement procedure for the satisfaction of any of Buyer’s rights or remedies under or with respect to this Agreement, at law, in equity or otherwise.  Prior to Closing, Buyer shall not seek enforcement of any judgment, award, right or remedy against any property or asset of Seller or any Seller Parties other than Seller’s interest in the Property or any proceeds thereof.  The provisions of this Section shall survive the Closing or earlier termination of this Agreement.

8.1. Buyer’s Representations, Warranties and Covenants.  Buyer represents and warrants that, as of the Contract Date:

8.1.1. Authority.  Buyer is a validly formed entity under the laws of the state in which it was formed, is in good standing in said state, and is duly authorized to do all things required of it under or in connection with this Agreement.  At Closing, Buyer will be qualified to do business in all states in which the Land is located, and to own and operate real estate in all such states.  This Agreement and all exhibits and documents to be delivered by Buyer pursuant to this Agreement have been duly executed and delivered by Buyer and constitute the valid and binding obligations of Buyer, enforceable in accordance with their terms.  Buyer has all necessary authority, has taken all action necessary to enter into this Agreement and to

consummate the transactions contemplated hereby, and to perform its obligations hereunder.  The execution, delivery, and performance of this Agreement will not conflict with or constitute a breach or default under (i) the organizational documents of the Buyer; (ii) any material instrument, contract, or other agreement to which Buyer is a party which affects any of the Property; or (iii) any statute or any regulation, order, judgment, or decree of any court or governmental or regulatory body.

8.1.2. No Bankruptcy.  Buyer is not subject to any proceeding in bankruptcy or any proceeding for dissolution or liquidation.

8.1.3. Litigation.  There is no action, suit or proceeding pending or, to Buyer's knowledge, threatened against Buyer in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of Buyer to carry out the transactions contemplated by this Agreement.

8.1.4. ERISA.  Buyer is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3 (3) of the Employee Retirement Income Security Act of 1974.

8.1.5. Due Diligence Representation.  Buyer represents and warrants to Seller that Buyer (i) is an experienced and sophisticated purchaser of properties such as the Property, (ii) is specifically familiar with the Property, and (iii) has inspected and examined, or prior to the Inspection Date will inspect and examine, all aspects of the Property and its current condition that Buyer believes to be relevant to its decision to consummate its purchase of the Property.  This Section 8.5 shall survive the Closing or earlier termination of this Agreement. 

8.1.6. Anti-Terrorism Laws.  Neither Buyer, nor any of its affiliated entities, is in violation of any of the Anti-Terrorism Laws, including the Executive Order and the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law No. 107-56.  Neither Buyer nor, to the knowledge of Buyer, any of its affiliated entities, or their respective brokers or agents acting or benefiting in any capacity in connection with the purchase of the Property, is any of the following:  (i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person or entity with which Buyer is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Laws; (iv) a Person or entity that commits, threatens, or conspires to commit or supports “terrorism” as defined in the Executive Order; or (v) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.  Neither Buyer nor, to the knowledge of Buyer, any of its brokers or other agents acting in any capacity in connection with the purchase of the Property:  (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person as described above; (y) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (z) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any of the Anti-Terrorism Laws.

8.1.7. Licensing Approvals.  As of the Contract Date, Buyer has submitted, or caused its designated third-party manager or operator of senior living facilities to submit, a completed application with schedules and required background information to the appropriate licensing authority in order to obtain all licensing approvals and other approvals required by any governmental authority as deemed by Buyer to be required for Buyer or Buyer's manager (or their respective affiliates) to operate each Property, and approvals required to process a change of ownership or new application for Medicaid certification, if

applicable ("Licensing Approvals").  Buyer shall diligently pursue in good faith the Licensing Approvals, including without limitation, completing information requested in a timely manner, attaching required information and exhibits to the Licensing Approvals applications and promptly responding to requests made in connection with the Licensing Approvals.  If Buyer does not obtain all Licensing Approvals on or before the Closing Date, Seller and Buyer shall enter into a form of transition agreement ("Transition Agreement") with respect to the Properties for which Licensing Approvals are not obtained on or before the Closing Date as may be required pursuant to applicable law or as required by applicable governmental entities.  At least five (5) Business Days prior to the Closing Date, Buyer shall deliver a list of Properties to Seller for which Buyer reasonably anticipates the Licensing Approvals will be received by Buyer or Buyer's manager or operator on or before the Closing Date (so that the transition date under the Transition Agreement will be the same date as the Closing Date).  If any Licensing Approvals are not obtained on or before the expiration of twelve (12) full calendar months following the Closing, then Seller and Buyer shall renegotiate the Transition Agreements upon such terms and conditions as are reasonably acceptable to Seller and Buyer.  For those Properties in states that require that advance notice be given to residents in connection with the transactions contemplated by this Agreement, as soon as practical after the date hereof, Seller will dispatch notification letters prepared by Buyer to each resident of such Properties as may be necessary to comply with and as may be required by applicable law and containing such other information as Buyer may reasonably request, including without limitation information concerning Buyer and/or Buyer's manager.  In the event of a termination of this Agreement, Seller shall not be responsible to Buyer for the payment of any amounts pursuant to this Section 8.1.7.  Seller shall cooperate with and take all actions reasonably necessary and requested to assist Buyer and/or Buyer's manager to obtain such Licensing Approvals and other approvals required by any governmental authority, including without limitation, with respect to inspections at the Properties necessary to obtain the Licensing Approvals, the assignment of any existing Medicaid provider agreements and contracts or the obtaining of new Medicaid provider agreements or contracts for Properties with such existing agreements or contracts at Buyer's option, at no cost to Seller, and providing notices required by applicable law or agreements to be given to governmental entities or other persons, subject to the prior written approval of Buyer. 

8.2. All references in this Section 8 or elsewhere in this Agreement and/or in any other document or instrument executed by Buyer in connection with or pursuant to this Agreement, "to Buyer's knowledge" or "to the best of Buyer's knowledge" and words of similar import shall refer solely to facts within the current, actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇, (the “Buyer's Designated Employee”), without independent inquiry or investigation, and without any actual or implied duty to inquire or investigate, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Buyer, or of any affiliate of Buyer, or of any other employee, officer, director, shareholder, manager, agent, or representative of Seller, or any affiliate thereof, or to impose upon said Buyer's Designated Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains.  Notwithstanding anything expressed or implied herein, the Buyer's Designated Employee is acting for and on behalf of Buyer, and is in no manner expressly or impliedly making any representations or warranties in an individual capacity.  Nothing expressed or implied herein shall be deemed to create any personal liability on the Buyer's Designated Employee for any obligations, liabilities or other agreements of Buyer contained herein.

8.3. The representations, warranties and covenants of Buyer contained in this Section is made on the Contract Date and shall be deemed remade by Buyer, and shall be true in all material respects, as of the Closing Date.  The representations, warranties and covenants contained in this Section shall survive Closing for a period of twelve (12) months.

(a)

One-half of all escrow and closing agent charges.

(b)

The premiums and other costs of the Title Policies (including any coverages or endorsements required by Buyer or Buyer’s lender).

(c)

All recording and filing charges in connection with the Deeds.

(d)

The cost of preparation of the New Surveys.

(e)

All costs and expenses associated with Buyer’s due diligence.

(f)

Its own attorneys.

(a)

One-half of all escrow and closing agent charges.

(b)

The cost of preparation of the Title Commitments.

(c)

The cost of preparation and recording of all documents (other than the Deeds) reasonably necessary to place record title in the condition warranted by Seller in this Agreement.

(d)

Any form of deed tax or transfer tax imposed by any state or federal entity by virtue of the sale of the Property, or recording of the Deeds, to Buyer.

(e)

Its own attorneys.

(a)

The Deeds, conveying to Buyer all of Seller’s right, title and interest in and to the Property, subject only to: (i) non-delinquent real property taxes and all assessments and unpaid installments thereof, in each case, which are not delinquent; (ii) the Leases and other agreements entered into pursuant to the terms of this Agreement; (iii)  any other lien, encumbrance, easement or other exception or matter voluntarily imposed or consented to by Buyer prior to or as of the Closing; (iv) all exceptions (including printed exceptions, other than printed exceptions to the extent such matters are removed by delivery of Seller’s Title Affidavits) to title contained or disclosed in the Title Commitments other than the Unpermitted Exceptions identified within time periods allowed under this Agreement and not thereafter waived or deemed waived by Buyer; and (v) if the New Survey is not obtained by Buyer, all matters, rights and interests that would be discovered by a thorough inspection or professional survey of the Property (alternatively, if the New Survey is obtained by Buyer, all such matters disclosed on such New Survey).  Pursuant to Section 4.3 of this Agreement, each Deed shall contain a deed restriction granting Seller the right to receive an additional sum from Buyer equal to five percent (5%) of the Consideration allocated to any Property resold within the first twelve (12) months of the Closing Date.

(b)

Keys, custody, and control over the Property.

(c)

A General Assignment and Assumption Agreement in the form attached as Exhibit 10.4(b) hereto for each Property. 

(d)

A Non-Foreign Certificate in the form attached as Exhibit 10.4(c) hereto.

(e)

If there is any Personal Property being conveyed to Buyer, a ▇▇▇▇ of Sale in the form attached as Exhibit 10.4(d) hereto for each Property.

(f)

Any additional tax forms, recordation forms, 1099s or other documents as may be reasonably required by the Buyer or the Title Company to consummate the transaction contemplated by this Agreement.

(g)

Such further documents as Buyer or the Title Company may reasonably request to carry out the provisions of this Agreement.

(h)

An executed settlement statement reflecting the prorations and adjustments required under this Agreement.

(i)

With respect to any Property in which Buyer (and/or its manager or operator, as applicable) has not received all Licensing Approvals on or prior to the Closing Date, a signed Transition Agreement, with all exhibits and schedules attached thereto.

(a)

The Consideration, as prorated and allocated pursuant to this Agreement.

(b)

An executed counterpart of the General Assignment and Assumption Agreement for each Property.

(c)

An executed settlement statement reflecting the prorations and adjustments required under this Agreement.

(d)

Any additional tax forms, recordation forms, 1099s or other documents as may be reasonably required by the Seller or the Title Company to consummate the transaction contemplated by this Agreement.

(e)

Such further documents as Seller or the Title Company may reasonably request to carry out the provisions of this Agreement.

(f)

With respect to any Property in which Buyer (and/or its manager or operator, as applicable) has not received all Licensing Approvals on or prior to the Closing Date, a signed counterpart Transition Agreement, with all exhibits and schedules attached thereto.

(a)

terminate this Agreement, without further liability on Buyer’s part and, in such event, Buyer shall be entitled to a return of the ▇▇▇▇▇▇▇ Money and following such return of the

▇▇▇▇▇▇▇ Money and reimbursement, Seller and Buyer shall have no further liability hereunder; and/or

(b)

enforce specific performance of this Agreement, provided such action is commenced within 120 days after the date of Buyer’s written notice to Seller pursuant to this Section; provided, however, if Buyer pursues the remedy of specific performance but the same is not ultimately available to Buyer as a remedy for Seller’s breach of this Agreement, Buyer shall then be entitled to a return of the ▇▇▇▇▇▇▇ Money.

16.1. No Warranties.  THE ENTIRE AGREEMENT BETWEEN THE SELLER AND BUYER WITH RESPECT TO THE PROPERTY AND THE SALE THEREOF IS EXPRESSLY SET FORTH IN THIS AGREEMENT.  THE PARTIES ARE NOT BOUND BY ANY AGREEMENTS, UNDERSTANDINGS, PROVISIONS, CONDITIONS, REPRESENTATIONS OR WARRANTIES (WHETHER WRITTEN OR ORAL AND WHETHER MADE BY SELLER OR ANY AGENT, EMPLOYEE, MEMBER, OFFICER OR PRINCIPAL OF SELLER OR ANY OTHER PARTY) OTHER THAN AS ARE EXPRESSLY SET FORTH AND STIPULATED IN THIS AGREEMENT.  WITHOUT IN ANY MANNER LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES THAT IT AND ITS REPRESENTATIVES HAVE FULLY INSPECTED THE PROPERTY OR WILL BE PROVIDED WITH AN ADEQUATE OPPORTUNITY TO DO SO, ARE OR WILL BE FULLY FAMILIAR WITH THE FINANCIAL AND PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION THEREOF, AND THAT THE PROPERTY HAS BEEN PURCHASED BY BUYER IN AN "AS IS" AND "WHERE IS" CONDITION AND WITH ALL EXISTING DEFECTS (PATENT AND LATENT) AS A RESULT OF SUCH INSPECTIONS AND INVESTIGATIONS AND NOT IN RELIANCE ON ANY AGREEMENT, UNDERSTANDING, CONDITION, WARRANTY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR REPRESENTATION MADE BY SELLER OR ANY AGENT, EMPLOYEE, MEMBER, OFFICER OR PRINCIPAL OF SELLER OR ANY OTHER PARTY (EXCEPT AS OTHERWISE EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT) AS TO THE FINANCIAL OR PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION OF THE PROPERTY OR THE AREAS SURROUNDING THE PROPERTY, OR AS TO ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION AS TO ANY PERMITTED USE THEREOF, THE ZONING CLASSIFICATION THEREOF OR COMPLIANCE THEREOF WITH FEDERAL, STATE OR LOCAL LAWS, AS TO THE INCOME OR EXPENSE IN CONNECTION THEREWITH, OR AS TO ANY OTHER MATTER IN CONNECTION THEREWITH.  BUYER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT, NEITHER SELLER, NOR ANY AGENT, MEMBER, OFFICER, EMPLOYEE OR PRINCIPAL OF SELLER NOR ANY OTHER PARTY ACTING ON BEHALF OF SELLER HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY SUCH AGREEMENT, CONDITION, REPRESENTATION OR WARRANTY EITHER EXPRESSED OR IMPLIED.  THIS PARAGRAPH SHALL SURVIVE CLOSING AND DELIVERY OF THE DEED, AND SHALL BE DEEMED INCORPORATED BY REFERENCE AND MADE A PART OF ALL DOCUMENTS DELIVERED BY SELLER TO BUYER IN CONNECTION WITH THE SALE OF THE PROPERTY.

16.2. Change of Conditions.  Buyer shall accept the Property at Closing in the same condition as the Property is as of the Contract Date, as such condition shall have changed by reason of wear and tear and natural deterioration and, subject to Sections 14 and 15 hereof, condemnation or damage by fire or other casualty.  Without limiting the generality of the foregoing, Buyer specifically acknowledges that the fact that any portion of the Property may not be in working order or condition at the Closing Date by reason of wear and tear and natural deterioration or damage by fire or other casualty, or by reason of its present condition, shall not relieve Buyer of its obligation to complete closing under this Agreement and pay the full Consideration.  Seller has no obligation to make any repairs or replacements required by reason of wear and tear and natural deterioration or condemnation or fire or other casualty, but may, at its option and its cost (including the use of insurance proceeds as herein provided), make any such repairs and replacements prior to the Closing Date.

16.3. Condition of Delivery.  Seller has no obligation to deliver the Property in a "broom clean" condition, and at Closing Seller may leave in the Property all items of personal property and equipment,

partitions and debris as are now presently therein and as would accumulate in the normal course of operating and maintaining the Property.

16.4. Release.  WITHOUT LIMITING THE PROVISIONS OF SECTION 16.1 ABOVE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER AND (AS THE CASE MAY BE) SELLER'S OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, TRUSTEES, PARTNERS, EMPLOYEES, MANAGERS, AGENTS AND AFFILIATES FROM ANY AND ALL RIGHTS, CLAIMS, DEMANDS, CAUSES OF ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND DISBURSEMENTS WHETHER SUIT IS INSTITUTED OR NOT) WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE "CLAIMS"), WHICH BUYER HAS OR MAY HAVE IN THE FUTURE, ARISING FROM OR RELATING TO (i) ANY DEFECTS (PATENT OR LATENT), ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE PROPERTY WHETHER THE SAME ARE THE RESULT OF NEGLIGENCE OR OTHERWISE, OR (ii) ANY OTHER CONDITIONS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL AND OTHER PHYSICAL CONDITIONS, AFFECTING THE PROPERTY WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER THE ENVIRONMENTAL LAWS (AS DEFINED IN SECTION 1), WHETHER ARISING BASED ON EVENTS THAT OCCURRED BEFORE, DURING, OR AFTER SELLER’S PERIOD OF OWNERSHIP OF THE PROPERTY AND WHETHER BASED ON THEORIES OF INDEMNIFICATION, CONTRIBUTION OR OTHERWISE.  THE RELEASE SET FORTH IN THIS SECTION SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS UNDER THE ENVIRONMENTAL LAWS (AS DEFINED IN SECTION 1) OR UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990, AS ANY OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME AND ANY REGULATIONS, ORDERS, RULES OF PROCEDURES OR GUIDELINES PROMULGATED IN CONNECTION WITH SUCH LAWS, REGARDLESS OF WHETHER THEY ARE IN EXISTENCE ON THE DATE OF THIS AGREEMENT.  BUYER ACKNOWLEDGES THAT BUYER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF BUYER'S SELECTION AND BUYER IS GRANTING THIS RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH BUYER'S COUNSEL.  THE RELEASE SET FORTH HEREIN DOES NOT APPLY TO (i) THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, (ii) ANY INDEMNITY OR WARRANTY EXPRESSLY MADE BY SELLER IN ANY DOCUMENT DELIVERED BY SELLER AT CLOSING, INCLUDING WITHOUT LIMITATION ANY WARRANTY MADE AS TO THE CONDITION OF TITLE IN THE DEEDS, (iii) ANY FRAUD, INTENTIONAL MISREPRESENTATION OR INTENTIONAL CONCEALMENT OF SELLER, OR (iv) ANY THIRD PARTY LIABILITY CLAIM.  BUYER ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SECTION 16.4 AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT.

16.5. Effect of Disclaimers.  Buyer acknowledges and agrees that the Consideration has been negotiated to take into account that the Property is being sold subject to the provisions of this Section 16 and that Seller would have charged a higher purchase price if the provisions in this Section 16 were not agreed upon by Buyer.

17.1. Governing Law; Headings; Rules of Construction.  This Agreement shall be governed by and construed in accordance with the internal laws of the State in which the Land is located, without reference to the conflicts of laws or choice of law provisions thereof.  The titles of sections and subsections herein have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction of any of the terms or provisions herein.  All references herein to the singular shall include the plural, and vice versa.  The parties agree that this Agreement is the result of negotiation by the parties, each of whom was represented by counsel, and thus, this Agreement shall not be construed against the maker thereof.  The parties each consent to the sole and exclusive jurisdiction and venue of the state and federal courts of North Dakota and irrevocably waive any and all objections they may have to such jurisdiction and venue for any reason whatsoever.

17.2. Assignment.  Neither Buyer nor Seller shall assign any of their rights hereunder without the prior written consent of the other.  Notwithstanding anything herein to the contrary, upon advance written notice to Seller and the Closing Agent, but without the prior written consent of the Seller, Buyer may assign all of its rights hereunder to one or more entities in which Buyer has a direct ownership interest of at least fifty-one percent (51%).  Buyer acknowledges and agrees that an assignment to such an entity under this Section 17.2 will not release Buyer from any liability or obligation under this Agreement, and that Buyer shall remain liable to Seller after such assignment as a principal and not as a surety or guarantor.

17.3. Brokers.  Buyer and Seller each warrant and represent to the other that such representing and warranting party has not employed or made any commitment to a broker or agent (including without limitation any real estate or securities broker, agent, dealer, or salesperson) in connection with the transaction contemplated hereby, except for Buyer’s Broker and Seller’s Broker.  Each party agrees to indemnify and hold the other harmless from any loss or cost suffered or incurred by it as a result of the indemnifying parties’ representation herein being untrue.  Seller shall be responsible for the payment of any resulting fee or expenses relating to the Seller’s Broker.  Buyer shall be responsible for the payment of any resulting fee or expenses relating to the Buyer’s Broker.

17.4. No Waiver.  Neither the failure of either party to exercise any power given such party hereunder or to insist upon strict compliance by the other party with its obligations hereunder, nor any custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof, except the Closing of this Agreement shall constitute waiver of all conditions to Closing except to the extent otherwise agreed in writing at Closing.

17.5. Entire Agreement.  This Agreement contains the entire agreement of the parties hereto with respect to the Property, and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein or incorporated herein by reference shall be of any force or effect.

17.6. Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns.

17.7. Amendments.  No amendment to this Agreement shall be binding on any of the parties hereof unless such amendment is in writing and is executed by the party against whom enforcement of such amendment is sought.

17.8. Possession.  Possession of the Property shall be given by Seller to Buyer at Closing.

17.9. Date for Performance.  If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regular business day.

17.10. Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute but one and the same instrument.

17.11. Time of the Essence.  Time shall be of the essence of this Agreement and each and every term and condition hereof.

17.12. Severability.  This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations, and is intended, and shall for all purposes be deemed to be, a single, integrated document setting forth all of the agreements and understandings of the parties hereto, and superseding all prior negotiations, understandings and agreements of such parties.  If any term or provision of this Agreement or the application thereof to any person or circumstance shall for any reason and to any extent be held to be invalid or unenforceable, then such term or provision shall be ignored, and to the maximum extent possible, this Agreement shall continue in full force and effect, but without giving effect to such term or provision.

17.13. Survival.  Except as otherwise expressly provided herein, neither this Agreement nor any provision contained herein shall be cancelled or merged with any deed or other instrument on, as of, at or by reason of the Closing, and the covenants and obligations of the parties shall survive the Closing.

17.14. Further Assurances.  After the Closing, Buyer and Seller shall execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) such instruments and take such other actions as may be reasonably necessary or advisable to carry out their respective obligations under this Agreement and under any exhibit, document, certificate, or other instrument delivered pursuant thereto.

17.15. Seller 1031 Exchange.  Buyer and Seller agree to cooperate with each other for the purpose of a possible tax deferred exchange pursuant to Section 1031 of the Code.  Neither party shall incur any additional liability or financial obligation as a consequence of the other party’s possible exchange, and the exchanging party agrees to indemnify and hold the other party harmless from any liability that may arise from the exchanging party’s participation therein.

17.16. Exhibits.  Attached hereto and forming an integral part of this Agreement are multiple exhibits, all of which are hereby incorporated into this Agreement as fully as if the contents thereof were set out in full herein at each point of reference thereto.

17.17. Waiver of Jury Trial.  BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS

A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED BY THE OTHER PARTY AT CLOSING, AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.  Each party hereby authorizes and empowers the other to file this Section and this Agreement with the clerk or judge of any court of competent jurisdiction as a written consent to waiver of jury trial.

1.

A list of the Personal Property (if any).

2.

Copies of all real estate tax statements associated with the Property for the current year and for the preceding 3 years.

3.

Most recent existing survey.

4.

Most recent Property Condition Reports for the Property.

5.

Most recent environmental reports for the Property.

ID

Name

City

State

Allocated Purchase Price

1

EV Virginia

Virginia

MN

$27,300,000.00

2

EV Kalispell

Kalispell

MT

$2,565,000.00

3

EV Omaha

Omaha

NE

$1,060,000.00

4

▇▇ ▇▇▇▇▇▇▇▇

Hastings

NE

$1,406,874.00

Edgewood Vista 1 Senior Housing Assets Subtotal:

$32,331,874.00

1.

Assignor’s interest in the leases and occupancy agreements identified on Exhibit "A" attached hereto (the "Leases"), together with Assignor’s interest in any guaranty of any of the Leases;

2.

Assignor’s interest in all warranties, guarantees, plans, specifications, documents, instruments, licenses, permits, approvals, authorizations, certificates (including certificates of occupancy), and operating manuals associated with the construction and operation of the Property (as defined in the Agreement of Sale).

a.

That the Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as these terms are defined in the Internal Revenue Code and Income Tax Regulations).

b.

That the Seller’s employer identification number is ▇▇-▇▇▇▇▇▇▇.

c.

That the Seller’s office address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇.