Purchase And Sale Agreement By And Among Cnl Lifestyle Properties, Inc


Except as and to the extent disclosed or reserved in opposition to on the Attractions Purchaser’s most recent steadiness sheet included in the Attractions Purchaser SEC Filings, not certainly one of the Attractions Purchaser or its consolidated subsidiaries has any material liabilities or obligations of any nature , apart from liabilities or obligations expressly contemplated by or underneath this Agreement, including Section eight.2 hereof, or incurred in the ordinary course of business consistent with previous apply since the most recent steadiness sheet set forth within the Attractions Purchaser SEC Filings made through and including the Effective Date. Each of the consolidated financial statements contained or integrated by reference within the Attractions Purchaser SEC Filings , including the related notes and schedules, was ready in accordance with GAAP utilized on a consistent basis all through the intervals indicated, and each such consolidated monetary assertion presented fairly, in all materials respects, the consolidated financial place, outcomes of operations, shareholders’ equity and money flows of the Attractions Purchaser and its consolidated subsidiaries as of the respective dates thereof and for the respective intervals indicated therein (subject, in the case of unaudited quarterly monetary statements, to regular year-end adjustments). The Attractions Purchaser has the requisite organizational energy and authority to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the Attractions Purchaser Interest Sale, the Attractions Purchaser Asset Sale and the other Contemplated Transactions to be consummated by the Attractions Purchaser. The execution and delivery of this Agreement by the Attractions Purchaser and the consummation by the Attractions Purchaser of the Attractions Purchaser Interest Sale, the Attractions Purchaser Asset Sale and the opposite Contemplated Transactions to be consummated by the Attractions Purchaser have been duly and validly licensed by all necessary company motion, and no different company proceedings on the part of the Attractions Purchaser are necessary to authorize this Agreement or the Sale or to consummate the opposite Contemplated Transactions to be consummated by the Attractions Purchaser. The Attractions Purchaser Board, at a duly held meeting, has, by unanimous vote of the whole board, duly and validly approved the execution and delivery of this Agreement and declared advisable the consummation of the Attractions Purchaser Interest Sale, the Attractions Purchaser Asset Sale and the other Contemplated Transactions to be consummated by the Attractions Purchaser.

In case Mortgagor fails to authorize any financing statements or different paperwork for the perfection or continuation of any safety curiosity, Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact to authorize any such paperwork on its behalf. If any financing statement or different doc is filed within the data usually pertaining to private property, that submitting shall by no means be construed as in any method derogating from or impairing this Mortgage or the rights or obligations of the events under it. The Note has not been, and will not be, registered beneath the Securities Act or the securities legal guidelines of any state of the United States and, except so registered, will not be provided, sold, assigned, transferred, pledged, encumbered or in any other case disposed of, besides pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and relevant state securities legal guidelines. The Note shall be acquired for funding for the Attractions Purchaser’s account, not as a nominee or agent, and not with a view to the basic public resale or distribution inside the that means of the Securities Act.

Readers are encouraged to conduct their very own analysis regarding any such instances and any developments which will or could not have occurred in such circumstances. In June of 2010 its board of administrators elected not to have a second providing of the REIT based on a wide selection of factors, according to a June 2010 company press launch. According to a current letter to investors, CNL Lifestyle Properties is in the process of a sale and liquidation of the company. The merits of the lawsuit usually are not at concern before the court docket, only whether or not it might proceed as a category action. Under the measure, if any particular person or firm buys more than 4.9 % of Tenet’s inventory, shareholders who personal less than 4.9 % of the company’s inventory will get the best to purchase one extra share for every share they personal.

The phrases of the Purchase Agreement, together with however not restricted to the representations, warranties, covenants, agreements and indemnities regarding the Interests and Transferred Entities are incorporated herein by reference. WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to sell, assign, transfer, convey and ship to Assignee the Interests, free and away from all Liens , and Assignee has agreed to buy, acquire, accept and take task and delivery from Assignor, all of Assignor’s right, title and curiosity in, to, and under all the Interests, free and away from all Liens . IN WITNESS WHEREOF, the events hereto have duly executed and delivered this Agreement as of the date first above written.

Real-time last sale information for U.S. inventory quotes replicate trades reported by way of Nasdaq solely. County records indicate the vendor was a subsidiary of New York-based DRA Advisors, which purchased property on the middle in 2012 for $17.5 million. A subsidiary of Illinois-based InvenTrust Properties has paid $34.03 million for Rio Pinar Plaza, a 124,000-square-foot buying heart near Florida Hospital’s East Orlando hospital, based on Orange County property information. Axium Healthcare Pharmacy is planning a second location in Seminole, with an funding of up to $25 million for brand spanking new amenities that may employ a minimum of 225 people.

On August 20, 2016, a 33-year-old man died within the Activity Pool as a end result of drowning. According to the report, kids reported a physique at the backside of the pool to a lifeguard, who “believed that they were pranking him and did not suppose something of it.” In a statement released by police, Wild Waves stated they actively reviewed the accident, their safety protocols, and the actions taken by employees. In January 2010, PARC Management had defaulted on its lease with CNL for Wild Waves and a majority of its different parks. Wild Waves was then positioned under the brand new administration of Norpoint Entertainment .

References in this Section 8.6 to the “Company Board” shall embrace a duly licensed committee thereof. The Ski Purchaser covenants and agrees that, in the course of the Interim Period, besides to the extent required by Law, as could also be agreed in writing by the Company, or as may be expressly required or expressly permitted pursuant to this Agreement, the Ski Purchaser and the Canadian Purchaser shall not conduct any operations previous to the Closing. The enhancements comprising the Purchaser Properties are equipped with utilities and different services fairly required for his or her continued operation as they are now being operated, are in working order enough for his or her normal operation within the manner currently being operated and with none material structural defects apart from as may be disclosed in any physical condition reviews which were made available to the Company, and are adequate and suitable for the purposes for which they are presently getting used.

Properties or any settlement, easement or different proper that is necessary to allow the current use of the buildings and enhancements on any of the Company Properties or that is essential to permit the present use of all parking areas, driveways, roads and different means of egress and ingress to and from any of the Company Properties has did not be obtained or isn’t in full force and effect, and neither any Seller Party, any Target Company nor, to the Company’s data, any Tenant or Manager has received written notice of any excellent menace of any material modification of, cancellation of, default beneath or violation of any such certificate, variance, allow or license. No Target Company and no Asset Seller has received any written notice, demand, letter or declare alleging that any such Target Company or Asset Seller is in violation of, or liable underneath, any Environmental Law or that any judicial, administrative or compliance order has been issued against any Target Company or Asset Seller which stays unresolved. There isn’t any litigation, investigation, request for info or other proceeding pending, or, to the information of the Company, threatened against any Target Company or any Asset Seller under any Environmental Law. Except as set forth in Section four.13 of the Seller Disclosure Letter, there is not a Legal Proceeding pending in opposition to or, to the knowledge of the Company, threatened in opposition to or naming as a party thereto, any Seller, any Target Company or any of their respective officers or administrators or, to the knowledge of the Company, affecting any of the Purchased Assets, nor, to the knowledge of the Company, is there any investigation of a Governmental Authority pending or threatened in opposition to any Target Company or any Asset Seller, except as wouldn’t, individually or within the mixture, reasonably be expected to have a Target Company Material Adverse Effect. Neither any of the Target Companies, any of the Asset Sellers nor, to the knowledge of the Company, any of their respective property, together with any Company Property, is subject to any material excellent order, writ, injunction, decree or arbitration ruling or judgment of a Governmental Authority. Except as and to the extent disclosed or reserved against on the Company’s most up-to-date stability sheet included within the Company SEC Filings, none of the Company, the Operating Partnership, any Seller or any Target Company has any material liabilities or obligations of any nature , aside from liabilities or obligations expressly contemplated by or underneath this Agreement, together with Section eight.1 hereof, incurred in the ordinary course of business in keeping with past practice since the most recent stability sheet set forth within the Company SEC Filings made via and including the Effective Date or that, individually or in the aggregate, have not had and wouldn’t reasonably be expected to have a Target Company Material Adverse Effect.

Mortgagor shall give Mortgagee immediate discover in writing if any claim is asserted which does or might have an effect on any such matters, or if any motion or proceeding is commenced which alleges or relates to any such declare. Incorporated into the Property, no matter where such private property is positioned. This Mortgage constitutes a safety settlement beneath the Uniform Commercial Code of the , covering all such Property and Rents. Notwithstanding any provision contained herein or contained in another instrument or settlement now or hereafter executed in connection with this Note, the utmost quantity of curiosity and different expenses american business systems reviews in the nature thereof contracted for, or payable hereunder or thereunder, shall not exceed the utmost amount which may be lawfully contracted for, charged and acquired in all as determined by the ultimate judgment of a courtroom of competent jurisdiction, including all appeals therefrom. Expenses) in connection with the investigation of, preparation for or protection of any pending or threatened claim or any action or continuing arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, motion or proceeding is initiated or introduced by or on behalf of the Company or any of its Affiliates.

As of and from the Closing Date, each Asset Seller authorizes every Purchaser and its permitted assigns, to the extent permitted by applicable Law and the phrases of the Non-Assignable Assets, on the expense of such Purchaser or its permitted assigns, to carry out all the obligations and obtain all the advantages of such Asset Seller underneath the Non-Assignable Assets and appoints every Purchaser and its permitted assigns as its attorney-in-fact to act in its name on its behalf. “REIT” shall imply an actual estate funding trust throughout the which means of Section 856 of the Code. “Net Cash Proceeds” shall mean, with respect to any sale or disposition of assets pursuant to Section three.three, the combination amount of money acquired by the Seller Parties for such assets, minus any and all documented Third Party charges, commissions and bills related thereto incurred by such Seller Parties in reference to such sale or disposition. Obligations underneath capital leases , all obligations in respect of bankers acceptances or letters of credit score, all obligations under rate of interest cap, swap, collar or comparable transaction or foreign money hedging transactions, and any assure of any of the foregoing.