Item 2.01 Completion of Acquisition or Disposition of Assets
On
The Facilities, located in
The Company, through its indirect wholly-owned subsidiary, financed part of the
Purchase Price with a loan from
The Company has the right to extend the initial maturity date to
The Loan is secured by a first priority lien on the Assets, including all amounts received by the Company or any subsidiaries constituting rent or other payment under any leases or management fees under each of the management agreements, which must be deposited into a segregated account at a bank and held in trust for Lender. The Loan is subject to customary affirmative and negative covenants, as well as customary default provisions for late or non-payments or breach of covenants, for loans of this nature. Pursuant to the terms of a guaranty agreement, the Company and several of its direct and indirect wholly-owned subsidiaries, have each unconditionally guaranteed to Lender the payment of all indebtedness, liabilities and obligations of every kind and nature under the Loan.
The foregoing summary of the acquisition of the Assets pursuant to the Purchase Agreements and the Loan Documents, and the transactions contemplated thereunder and any other agreements to be entered into by the parties are qualified in their entirety by reference to the full text of the Purchase Agreements, which attached hereto as Exhibits 2.1 through 2.7, and the Loan Documents, which are attached hereto as Exhibits 10.1 through 10.3, all of which are incorporated herein by reference. You are urged to read said exhibits attached hereto in their entirety.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information set forth in Item 2.01 above is incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company intends to file the financial statements of Seller required by Item 9.01(a) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.
d) Exhibits. Exhibit Number Description 2.1* Purchase and Sale Agreement dated as ofJune 21, 2021 by and betweenGrace Properties Olney, LLC , andReal Living Property Holdings -Texas, LLC 2.2* Management Transfer Agreement dated as ofJune 21, 2021 by and betweenGCC Olney, LLC andOlney Health and Rehab Center, LLC 2.3* Purchase and Sale Agreement dated as ofJune 21, 2021 by and betweenGrace Properties Nocona, LLC , andReal Living Property Holdings -Texas, LLC 2.4* Management Transfer Agreement dated as ofJune 21, 2021 by and betweenGCC Nocona, LLC andNocona Health and Rehab Center, LLC 2.5* Purchase and Sale Agreement dated as ofJune 21, 2021 by and betweenGrace Properties Henrietta, LLC , andReal Living Property Holdings -Texas, LLC 2.6* Management Transfer Agreement dated as ofJune 21, 2021 by and betweenGCC Henrietta, LLC andHenrietta Health and Rehab Center, LLC 2.7* Guarantee of Indemnification Obligations made as ofJune 21, 2021 , byJake Hallsted for the benefit ofNocona Health and Rehab Center, LLC ,Henrietta Health and Rehab Center, LLC ,Olney Health and Rehab Center, LLC andReal Living Property Holdings -Texas, LLC 10.1 Loan Agreement dated as ofOctober 18, 2021 between Real LivingProperty Holdings -Texas, LLC andArena Limited SPV, LLC 10.2 Promissory Note datedOctober 18, 2021 made by Real Living Property Holdings -Texas, LLC and payable toArena Limited SPV, LLC 10.3 Guaranty made as ofOctober 18, 2021 , byAssisted 4 Living, Inc. and subsidiaries for the benefit ofArena Limited SPV, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Previously filed as same Exhibit Number with the Company's Form 8-K filed June
24, 2021. 3
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