FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

EX-2.30 6 a2214266zex-2_30.htm EX-2.30

Exhibit 2.30

 

FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT

 

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”) is made and entered into as of March 20, 2012, by and between GYMAN PROPERTIES, LLC, an Arkansas limited liability company (“Seller”), and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company or its permitted assigns (“Purchaser”).

 

WITNESSETH:

 

WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale Agreement dated as of January 17, 2012 (the “Agreement”); and

 

WHEREAS, Seller and Purchaser desire to amend the Agreement to extend the Closing Date on the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Seller and Purchaser, intending to be legally bound, hereby agree as follows:

 

1.                                 Recitals; Terms. The foregoing recitals are true and correct and incorporated into this First Amendment as if fully set forth herein. Capitalized but undefined terms used in this First Amendment shall have the meanings set forth in the Agreement.

 

2.                               Closing Date. The Closing Date is hereby extended to April 30, 2012.

 

3.                                 Deposit. As of the date of this Amendment, the total amount of the Deposit is $100,000.00. In exchange for Seller’s agreement to extend the Closing Date as set forth herein, (i) Purchaser shall deliver an additional $50,000.00 to the Escrow Agent, which amount shall be held and disbursed as part of the Deposit, and (ii) the Escrow Agent shall immediately deliver to Seller $100,000.00 of the Deposit. Notwithstanding the delivery of a portion of the total $150,000.00 Deposit to Seller in accordance with this First Amendment, the total Deposit shall be a credit against the Purchase Price at Closing.

 

4.                               Assurances. Purchaser confirms to Seller that it is committed to close on its acquisition of the Facility, subject to its obtaining financing and subject to the fulfillment of the conditions set forth in the Agreement. Purchaser represents that it has, in material respects, concluded the due diligence contemplated in the Agreement and that subject to the satisfaction of the conditions precedent as specified in Section 4.1 of the Agreement, Purchaser is prepared to fulfill its obligations under the Agreement on or before the Closing Date, as the same is extended by this Amendment.

 

5.                               Ratification. Except to the extent amended hereby, Purchaser and Seller ratify and confirm that all other terms and conditions of the Agreement remain in full force and effect.

 



 

6.                                 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and an electronic PDF or facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original or facsimile) may be detached from any counterpart of this Amendment (whether original or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original, PDF or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original, PDF or facsimile).

 

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed as a sealed instrument and delivered as of the date first above written.

 

SELLER:

 

PURCHASER:

 

 

 

GYMAN PROPERTIES, LLC,

 

ADCARE PROPERTY HOLDINGS, LLC,

an Arkansas limited liability company

 

an Ohio limited liability company

 

 

 

 

 

 

By:

/s/ Joey Wiggins

 

By:

/s/ Christopher F. Brogdon

 

Joey Wiggins, Authorized Member

 

 

Christopher F. Brogdon, Vice Chairman