Emeritus Corp\wa\ Sample Contracts

March 18th, 2013 · Common Contracts · 833 similar
Emeritus Corp\wa\EMERITUS CORPORATION (a Washington corporation) 7,973,600 Shares of Common Stock UNDERWRITING AGREEMENT
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March 11th, 2013 · Common Contracts · 705 similar
Emeritus Corp\wa\EMERITUS CORPORATION ISSUER TO TRUSTEE INDENTURE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20

INDENTURE, dated as of , 20 (the “Indenture”), among EMERITUS CORPORATION, a corporation duly organized and existing under the laws of the State of Washington (hereinafter called the “Company”), having its principal executive office located at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, and , a , as trustee (hereinafter called the “Trustee”), having its Corporate Trust Office located at .

November 6th, 2012 · Common Contracts · 50 similar
Emeritus Corp\wa\CREDIT AND SECURITY AGREEMENT dated as of July 13, 2012 by and among EMERICHIP WALLA WALLA LLC, as Borrower and MIDCAP FUNDING VIII, LLC, as Administrative Agent and as a Lender and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of July 13, 2012 by and between EMERICHIP WALLA WALLA LLC, a Delaware limited liability company, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower” and collectively as “Borrowers”), MIDCAP FUNDING VIII, LLC, a Delaware limited liability company, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

February 13th, 2008 · Common Contracts · 40 similar
Emeritus Corp\wa\CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement") is entered into as of January 17, 2008, by and between EMERITUS CORPORATION, a Washington corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

November 4th, 2011 · Common Contracts · 36 similar
Emeritus Corp\wa\MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument") is made as of the 31st day of August, between EMERITOL STONECREEK LODGE LLC, a limited liability company, organized and existing under the laws of Delaware, whose county and state of residence are King County, Washington and whose office address is c/o Emeritus Corporation, 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, as mortgagor ("Borrower"), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., a corporation, organized and existing under the laws of Ohio, whose address of its principal place of business is 11501 Outlook Street, Suite 300, Overland Park, Shawnee County, Kansas 66211, as mortgagee ("Lender"). Borrower's organizational identification number, if applicable, is 4595696.

June 29th, 2007 · Common Contracts · 20 similar
Emeritus Corp\wa\EMERITUS CORPORATION 11,000,000 Shares Common Stock ($0.0001 par value per Share) Underwriting Agreement
March 16th, 2009 · Common Contracts · 13 similar
Emeritus Corp\wa\LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is made as of December 19, 2008, by and among EMERIVENT BRADENTON LLC, a Delaware limited liability company (“Emerivent Bradenton”), EMERIVENT BRIGHTON LLC, a Delaware limited liability company (“Emerivent Brighton”)(Emerivent Bradenton and Emerivent Brighton, together with their respective successors and assigns, the “Borrowers”, and individually, a “Borrower”), and CAPMARK BANK, a Utah industrial bank (together with its successors and assigns, the “Lender”).

November 9th, 2007 · Common Contracts · 10 similar
Emeritus Corp\wa\Contract
November 7th, 2003 · Common Contracts · 9 similar
Emeritus Corp\wa\BETWEEN
May 9th, 2003 · Common Contracts · 8 similar
Emeritus Corp\wa\AGREEMENT
May 9th, 2003 · Common Contracts · 8 similar
Emeritus Corp\wa\THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made as of May 1, 2003 by and among ALCO VI, LLC (the "Tenant"), Balanced Care at Mechanicsburg, Inc. (the "Manager", and together with the Tenant, collectively, the "Assignor"), and Emeritus ...

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have executed this Agreement on and as of the date first written above. ASSIGNOR: -------- ALCO VI, LLC

August 14th, 1997 · Common Contracts · 7 similar
Emeritus Corp\wa\SENIOR MANAGEMENT EMPLOYMENT AGREEMENT SENIOR MANAGEMENT EMPLOYMENT AGREEMENT, dated the l4th day of May 1997, between EMERITUS CORPORATION, a Washington corporation (the "Company"), and Sarah J. Curtis ("Executive"). RECITALS A. Executive is currently ...
November 5th, 2013 · Common Contracts · 7 similar
Emeritus Corp\wa\MASTER LEASE AGREEMENT (Master Lease #7 –MG Facilities – Fannie Lease #2 (PNC)) BETWEEN CERTAIN LANDLORD ENTITIES IDENTIFIED HEREIN AND EMERITUS CORPORATION September 1, 2013

THIS MASTER LEASE AGREEMENT (“Lease”) is made and entered into effective as of September 1, 2013 (the “Effective Date”) by and among those LANDLORD ENTITIES identified on Exhibit I hereto (each a “Landlord” as further defined in §1.4 below), each having its principal office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and EMERITUS CORPORATION, a corporation organized under the laws of the State of Washington (“Tenant”), having its chief executive office located at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121.

January 27th, 2005 · Common Contracts · 7 similar
Emeritus Corp\wa\GUARANTY

This GUARANTY (this "Guaranty") is executed as of September 29, 1999, by EMERITUS CORPORATION, a Washington corporation (singularly and collectively referred to as "Guarantor"), for the benefit of AMRESCO CAPITAL, L.P., a Delaware limited partnership ("Lender").

November 14th, 2000 · Common Contracts · 6 similar
Emeritus Corp\wa\EXHIBIT 10.62 LEASE AGREEMENT
August 14th, 1997 · Common Contracts · 6 similar
Emeritus Corp\wa\as Lessor AND
August 14th, 1998 · Common Contracts · 5 similar
Emeritus Corp\wa\FACILITY LEASE AGREEMENT MEDITRUST COMPANY LLC (A Delaware limited liability company) as Lessor AND EMERITUS PROPERTIES I, INC. (A Washington corporation) as Lessee May 12,1998 For Premises Located In City of Flagstaff, Coconino County, Arizona FACILITY ...
August 3rd, 2012 · Common Contracts · 5 similar
Emeritus Corp\wa\MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) (SENIORS HOUSING) BY AND BETWEEN EMERIMAND LLC, a Delaware limited liability company AND KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation DATED AS OF June 19, 2012
August 14th, 1998 · Common Contracts · 5 similar
Emeritus Corp\wa\AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO AN INDEPENDENT AND ASSISTED LIVING FACILITY (VICKERY TOWERS DALLAS, TX) This Agreement to Provide Management Services to an Independent and Assisted Living "dated June 30, 1998 is made and entered into by and ...
May 9th, 2003 · Common Contracts · 5 similar
Emeritus Corp\wa\BILL OF SALE, BLANKET CONVEYANCE AND ASSIGNMENT CREEKVIEW, PA This Bill of Sale, Blanket Conveyance and Assignment (this "Assignment") is ---------- executed by ALCO VI, LLC, a North Carolina limited liability company ("Tenant") ------ and Balanced Care ...
August 14th, 2002 · Common Contracts · 4 similar
Emeritus Corp\wa\AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO ASSISTED LIVING FACILITY This Agreement made as of the 9th day of May, 2002, by and between HB-ESC V, LP, a Washington limited partnership ("Licensee") and Emeritus Corporation, a Washington corporation ...
December 28th, 2007 · Common Contracts · 4 similar
Emeritus Corp\wa\LEASE AGREEMENT

This agreement ("Lease") is made between Elkhart Retirement L.L.C., an Indiana limited liability company ("Landlord"), and Summerville 2 LLC, a Delaware limited liability company ("Tenant").

March 30th, 1998 · Common Contracts · 4 similar
Emeritus Corp\wa\EX 10.77.1 NORTH PHOENIX; ARIZONA LEASEHOLD IMPROVEMENT AGREEMENT
November 10th, 2008 · Common Contracts · 4 similar
Emeritus Corp\wa\AGREEMENT FOR SALE OF REAL ESTATE BETWEEN VENTAS REALTY, LIMITED PARTNERSHIP AND EMERITUS CORPORATION RELATING TO THE PROPERTY COMMONLY KNOWN AS SUMMERVILLE AT LAKE MARY

THIS PARTIAL LEASE TERMINATION AGREEMENT (hereinafter this “Agreement” ) is to be effective as of the ________ day of __________, 200_ (the “Effective Date”), and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“VRLP”), and VENTAS FRAMINGHAM, LLC, a Delaware limited liability company (“VF”) (VRLP and VF are referred to herein individually and collectively as “Landlord”), each having an office at 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, and the Tenants that are signatories to this Agreement (referred to herein individually and collectively as “Tenant”), each having an office at c/o Emeritus Corporation, 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121.

August 15th, 2005 · Common Contracts · 4 similar
Emeritus Corp\wa\THIRD AMENDMENT TO LEASE AGREEMENT (MCKINNEY, TX) Dated as of June 30, 2005 (the “Effective Date”)

HR ACQUISITION OF SAN ANTONIO, LTD. (f/k/a Capstone Capital of San Antonio, Ltd.), an Alabama limited partnership (“Lessor”), ESC IV, L.P., a Washington limited partnership doing business in Texas as Texas-ESC IV, L.P. (“Lessee”), and EMERITUS CORPORATION, a Washington corporation and DANIEL R. BATY, an individual resident of the State of Washington (collectively, “Guarantor”), agree as follows:

May 9th, 2003 · Common Contracts · 4 similar
Emeritus Corp\wa\PREPARED BY: JOHN A. GUPTON, III BAKER, DONELSON, BEARMAN & CALDWELL 211 COMMERCE SUITE 1000 NASHVILLE, TN 37201 LEASEHOLD MORTGAGE WITH SECURITY AGREEMENT AND ASSIGNMENT OF RENTS LOCATION: RAVENNA, PORTAGE COUNTY, OHIO THIS LEASEHOLD MORTGAGE WITH ...

LEASEHOLD MORTGAGE WITH SECURITY AGREEMENT AND ASSIGNMENT OF RENTS LOCATION: RAVENNA, PORTAGE COUNTY, OHIO THIS LEASEHOLD MORTGAGE WITH SECURITY AGREEMENT AND ASSIGNMENT OF RENTS ("Mortgage"), shall be effective as of the first day of May, 2003 by Emeritus Corporation, a Washington corporation whose address is 3131 Elliott Avenue, Suite 500, Seattle, WA 98121 (hereinafter "Mortgagor"), for the benefit of HR Acquisition I Corporation, a Maryland corporation whose address is 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203 (hereinafter "Mortgagee"). WITNESSETH THAT: WHEREAS, pursuant to the terms of that Lease Agreement dated as of May 1, 2003 by and between Mortgagee, as Lessor, and Mortgagor, as Lessee (the "Lease Agreement") Mortgagee agreed to make a loan to Mortgagor in the original principal amount of Six Hundred Thousand and no/100 Dollars ($600,000); and WHEREAS, on or about May 1, 2003, Mortgagee made the loan to Mortgagor contemplated by the terms of the Lease Agreem

January 14th, 2000 · Common Contracts · 4 similar
Emeritus Corp\wa\EXHIBIT 4.4. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of December 30, 1999, is made and entered into by and among Emeritus Corporation, a Washington corporation (the "Company"), and Saratoga Partners IV, ...
March 4th, 2013 · Common Contracts · 4 similar
Emeritus Corp\wa\SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the "Agreement") made as of the 1st day of November, 2012, by and between EMERICHIP PHOENIX LLC, a Delaware limited liability company, with offices at 3131 Elliott Ave., Suite 500, Seattle, WA 98121 (referred to in this Agreement as the "Debtor"), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, having an office and place of business at 8115 Preston Road, Suite 800, Dallas, Texas 75225 (referred to in this Agreement as the "Secured Party").

February 21st, 2014 · Common Contracts · 4 similar
Emeritus Corp\wa\VOTING AGREEMENT

VOTING AGREEMENT, dated as of February 20, 2014 (this “Agreement”), by and among Brookdale Senior Living Inc., a Delaware corporation (“Parent”), and the undersigned shareholders (“Shareholders”) of Emeritus Corporation, a Washington corporation (the “Company”).

November 9th, 2007 · Common Contracts · 4 similar
Emeritus Corp\wa\MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the “Instrument”) is dated as of the 31st day of August, 2007, between MERIWEG-WILLIAMSVILLE BPM, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Emeritus Corporation, 3131 Elliott Avenue, #500, Seattle, Washington 98121, as mortgagor (“Borrower”), and RED MORTGAGE CAPITAL, INC., a corporation organized and existing under the laws of Ohio, whose address is Two Miranova Place, 12th Floor, Columbus, Ohio 43215, as mortgagee (“Lender”).

March 16th, 2009 · Common Contracts · 4 similar
Emeritus Corp\wa\MASTER LEASE AGREEMENT Between BV HOLDING-LTC, INC., as Lessor and EMERITUS CORPORATION, as Lessee Dated: November 18, 2008 Laurel Springs Assisted Living Facility, 8100 Westwold Drive, Bakersfield, California Summerfield House, 1111 Ulatis Drive, ...

THIS MASTER LEASE AGREEMENT (this “Lease”) is made effective as of November 18, 2008, by and between BV Holding-LTC, Inc., a Delaware corporation (“Lessor”), and Emeritus Corporation, a Washington corporation (“Lessee”), subject to the terms, conditions and contingencies set forth below.

November 7th, 2003 · Common Contracts · 3 similar
Emeritus Corp\wa\LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING THIS LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING ("Mortgage") is made and ...

THIS LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING ("Mortgage") is made and entered into effective as the 28th day of August, 2003 (the "Effective Date") by EMERITUS CORPORATION, a corporation organized under the laws of the State of Washington ("Mortgagor"), having its chief executive office at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, in favor of HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware ("Mortgagee"), having its principal office at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475. A. Mortgagor is the owner of a leasehold interest in the Real Property (defined below). Mortgagor intends to operate, directly or through its subsidiaries, an assisted living facility, as described on Exhibit C, attached hereto and made a part hereof, at the Real Property (the "Facility") and is the tenant of the Facility pursuant to a Lease Agreement between HCRI C

November 7th, 2003 · Common Contracts · 3 similar
Emeritus Corp\wa\This Second Amendment to Lease Agreement ("Second Amendment") is made effective as of June 30, 2003 (the "Effective Date") by and between HCRI COLD SPRING PROPERTIES, LLC, a limited liability company organized under the laws of the State of Delaware ...
May 10th, 2007 · Common Contracts · 3 similar
Emeritus Corp\wa\Back to 10-Q
May 16th, 1997 · Common Contracts · 3 similar
Emeritus Corp\wa\STOCK PURCHASE AGREEMENT This Agreement is made and entered into this 30th day of September 1996, by and between WAYNE VOEGELE, JEROME LANG, RONALD CARLSON, THOMAS STANFORD, STANFORD VOEGELE AND KEVIN LANG (collectively "Seller"), and EMERITUS ...