Item 2.01 Completion of Acquisition or Disposal of Assets
At
The Facilities, located in
The Company, through its indirect wholly-owned subsidiary, financed a portion of the purchase price with a loan of
The Company has the right to extend the original maturity date to
The Loan is secured by a first priority lien on the Assets, including all amounts received by the Company or any subsidiary constituting rent or other payment under leases or management fees under each of the management agreements. , which must be deposited in a separate account at a bank and held in trust for the lender. The loan is subject to customary covenants, positive and negative, as well as customary default covenants in the event of delay or non-payment or breach of covenants, for loans of this nature. Pursuant to a guarantee agreement, the Company and several of its direct and indirect wholly-owned subsidiaries have each unconditionally guaranteed to the Lender the payment of all debts, commitments and obligations of all kinds and kinds under the Loan.
The above summary of the acquisition of the assets under the purchase contracts and loan documents, and the transactions contemplated under them and any other agreements to be entered into by the parties are qualified in their entirety by reference to the full text of purchase contracts. , which are attached hereto as Exhibits 2.1 to 2.7, and the Loan Documents, which are attached hereto as Exhibits 10.1 to 10.3, all of which are incorporated herein by reference. You are urged to read said attachments hereto in their entirety.
Item 2.03 Creation of a Direct Financial Obligation or 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 out in Item 2.01 above is incorporated by reference in this Item 2.03.
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Item 9.01 Financial statements and supporting documents.
(a) Financial statements of the acquired business.
The Company intends to file the Seller’s financial statements required by Section 9.01 (a) as part of an amendment to this report no later than 71 calendar days after the filing date required 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 filing date required 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 under the same part number with the company’s 8-K form filed in June
24, 2021. 3
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