Sale and leaseback agreement—Hospital.
This agreement is made and entered into on _________[year], between _________ Corporation, ("SELLER"), a _________ corporation, and _________ and _________("PURCHASERS"), upon the following recitals of facts:
A. SELLER has entered into a contract with _________ Health Corporation, a _________ nonprofit corporation, to acquire all of the assets of a hospital facility known as _________ Memorial Hospital located at _________ Street, _________, _________; and
B. SELLER and PURCHASERS desire that SELLER, upon acquiring the real property and improvements thereon within which the hospital facilities operated, shall convey the real property and improvements thereon to the PURCHASERS and, that thereupon, the PURCHASERS shall lease the premises back to the SELLER, all in accordance with the terms and conditions which follow:
Therefore, the parties agree as follows:
1. Sale of Premises. The SELLER agrees to sell and convey, and the PURCHASERS agree to purchase, all of that certain tract of land, together with the buildings and improvements erected thereon, lying and being in the county of _________, state of _________, commonly known as the _________ Memorial Hospital, and more particularly described in Exhibit A annexed hereto, such premises and improvements being hereafter called the Premises. This sale shall include all of the SELLER's right, title, and interest in, to, and under all fixtures attached or appurtenant to or used in connection with the Premises.
2. Purchase Price. The total purchase price shall be the forgiveness by the PURCHASERS of the indebtedness represented by a certain trust deed note dated _________[year], having a present principal balance of $_____, wherein the SELLER is the obligor.
3. Liens and Encumbrances and Title Policy. The Premises are to be sold and conveyed subject to the following:
(a). Zoning and building regulations, ordinances and requirements adopted by any government or municipal authority having jurisdiction thereof, and amendments and additions thereto, now in force and effect, which relate to the Premises.
(b). Any state of facts as shown on an accurate survey of the Premises, provided the same does not render title unmarketable.
(c). Such state of facts as a personal inspection may disclose.
(d). Conditions, restrictions, and limitations of record none of which prohibit the use of the Premises for the operation of a general acute care hospital and residence hall or contain any reverter or forfeiture provisions.
(e). Apart from the foregoing, the Premises are to be sold and conveyed free and clear of all liens and encumbrances.
The SELLER shall deliver to the PURCHASERS at the closing, at the SELLER's expense, a title policy for $_____ insuring the interest of the PURCHASERS as fee owners of the Premises, subject, however, to the matters herein set forth and the usual standard exceptions of the title company issuing such policy. The SELLER shall use its best efforts to have such policy provide that there are no restrictions of record which contain reversions or forfeitures.
4. Outstanding Assessments, Taxes, Etc. In view of the lease-back herein below mentioned:
(a). If the Premises at the date of the delivery of the deed by the SELLER to the PURCHASERS are affected by assessments, the PURCHASERS shall accept title subject to such assessments, and the PURCHASERS shall not be entitled to any reduction of the purchase consideration on the closing by reason of the existence of such assessments, provided, however, that the foregoing shall not apply to any assessment for which the SELLER shall have received payment (or credit at the closing) from the present owner of the Premises in an amount sufficient to discharge same, in which event the SELLER will apply such amount in payment of such assessment.
(b). The existence of any violations or unpaid real estate taxes, utility charges, or like charges on the date of closing of title shall not be deemed an objection to title.
(c). No closing adjustments shall be made between the SELLER and the PURCHASERS at the closing.
5. Limitation on SELLER's Representations and Allegations. It is understood that the SELLER is not the owner of the Premises, but the SELLER represents that it is the owner of a contract for the purchase of the Premises. It is further understood that all of the statements, conditions, representations, and agreements herein contained, in reference to the title to the Premises, and other matters and things are made by the SELLER based not upon its own knowledge but upon information received from others and as contained in the contract of sale executed by the present owner. The SELLER is to use its best efforts to obtain the title to the Premises from the present owner thereof and convey the same to the PURCHASERS at the closing so as to vest title to the Premises in the PURCHASERS. However, if for any reason (other than the default of the PURCHASERS) title should not be conveyed pursuant to the terms hereof, or if any of the matters and things herein represented should appear to be inaccurate, then the PURCHASERS shall be entitled to the return of all consideration and there shall be no further liability of any nature whatever by and between either of the parties hereto, and this contract shall be deemed null and void; provided, however, that in the event that the present owner of the Premises shall default under its contract with the SELLER, then the SELLER shall pay to the PURCHASERS one half of any sums which the SELLER shall receive as damages from the present owner by reason of such default. The SELLER shall not be under any obligation to expend any monies or to commence any action at law or in equity in order to clear title or in order to compell the performance of the contract of sale with the present owner of the Premises. In the event that the SELLER is entitled to the benefits of any representations or causes of action under its contract with the present owner of the Premises, then such representations and causes of action shall inure to the benefit of the SELLER and the PURCHASERS.
6. Deed. The deed shall be the usual grant deed subject only to current taxes for [year]-[year], covenants, conditions, and restrictions of record, so as to convey to PURCHASERS the fee simple of the Premises free and clear of all encumbrances except as herein provided.
7. Closing. Closing shall be held at the office of _________ Title Company of _________ County, _________, _________, _________ at such time and place as PURCHASERS may designate on notice to the SELLER. There shall be no adjournment of closing of title by the PURCHASERS without the written consent of the SELLER; the SELLER, however, reserves the right to grant an adjournment of closing of title in connection with its contract for the purchase of the Premises, and the PURCHASERS hereby agree to a similar adjournment of closing of title hereunder in order to provide for simultaneous closings.
8. Leaseback. At the closing, and immediately after the PURCHASERS shall receive a deed to the Premises from the SELLER, the PURCHASERS, as landlord, shall enter into a lease of the Premises with the SELLER as tenant, which lease shall be in the form and substance of that annexed hereto as Exhibit B. The form of the attached lease shall be completed at the closing as follows: the date of the lease shall be the date of the closing of title; and, the commencement date of the initial term of the lease shall be the date of title closing.
9. Securities and Deposits. Any and all securities and deposits paid over by the present owner of the Premises to the SELLER at the closing of title shall be retained by the SELLER as lessee under the foregoing leaseback.
10. Notices. Any notice to be given by any party hereunder shall be sent by registered or certified mail to the others at the addresses set forth by the respective signatures below, or at such other address as may hereafter be designated in writing by such party.
11. Entire Agreement. This Agreement constitutes the entire Agreement of the parties and may not be changed or modified except by an agreement in writing signed by the parties.
In Witness Whereof, the parties hereto have caused this Agreement to be executed on the day and year first above written.
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