LIMITED LIABILITY COMPANY AGREEMENT OF BRE/SW PORTFOLIO LLCLimited Liability Company Agreement • May 18th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of January, 2010, by and between EMERITUS CORPORATION, a Washington corporation (“ESC”), CPDF II, LLC, a Washington limited liability company (“Columbia”, ESC and Columbia are sometimes herein collectively called the “CP Group”) and BRE/SW Member LLC, a Delaware limited liability company (“BREA”).
AGREEMENT OF PURCHASE AND SALE between STAYTON SW ASSISTED LIVING, L.L.C. Stayton – and – BRE/SW PORTFOLIO LLC, a Delaware limited liability company as PurchaserAssignment and Assumption Agreement • May 18th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Oregon
THIS AGREEMENT OF PURCHASE AND SALE is made and entered into this January 15, 2010 by and among Stayton SW Assisted Living, L.L.C. ("Stayton"), an Oregon limited liability company constituting the Unitary Sunwest Enterprise designated in the Approval Order of the United States District Court for the District of Oregon dated October 2, 2009, and BRE/SW Portfolio LLC, a Delaware limited liability company (hereinafter referred to as "Purchaser").
AMENDMENT NO. 1 TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • May 18th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
This is Amendment No. 1 to that certain Agreement of Purchase and Sale ("PSA"), entered into on January 15, 2010 by and between Stayton SW Assisted Living, L.L.C. ("Stayton"), an Oregon limited liability company constituting the Unitary Sunwest Enterprise designated in the Approval Order of the United States District Court for the District of Oregon dated October 2, 2009, and BRE/SW Portfolio LLC, a Delaware limited liability company (hereinafter referred to as "Purchaser").
AMENDMENT NO. 2 TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • May 18th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
This is Amendment No. 2 dated as of March 25, 2010 (this “Amendment”) to that certain Agreement of Purchase and Sale, entered into on January 15, 2010 (the “Original PSA”) by and between Stayton SW Assisted Living, L.L.C. ("Stayton"), an Oregon limited liability company constituting the Unitary Sunwest Enterprise designated in the Approval Order of the United States District Court for the District of Oregon dated October 2, 2009, and BRE/SW Portfolio LLC, a Delaware limited liability company (hereinafter referred to as "Purchaser"), as amended by that certain Amendment No. 1 to Agreement of Purchase and Sale dated February 12, 2010 (the “First Amendment”). The Original PSA, as amended by the First Amendment shall be referred to herein as the "PSA".
