54-10 Agreement

PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of this ____ day of __________, 2010 (“Effective Date”), and is made by and between Sunrise West Orange NJ Senior Living, LLC, a Delaware limited liability company (“Seller”), and Township of West Orange, New Jersey, a [__________________] (“Purchaser”). RECITALS A. Seller desires to sell certain real property and any improvements located thereon located at 577 Mount Pleasant Avenue in West Orange, New Jersey on the terms and conditions set forth in this Agreement. B. Purchaser desires to purchase such real property and improvements located thereon, from Seller, on the terms and conditions set forth in this Agreement. C. All capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in Article I. AGREEMENT NOW, THEREFORE, for valuable consideration, including the promises, covenants, representations and warranties hereinafter set forth, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally and equitably bound, agree as follows. DEFINITIONS As used in this Agreement, the following terms have the meanings ascribed to them in this Article I: “Affiliate.” With respect to any person or entity, (i) all persons or entities that, directly or indirectly, control, are controlled by, or under common control with, such person or entity; or (ii) all persons or entities that, directly or indirectly, own, are owned by or under common ownership with, such person or entity. “Agreement.” As set forth in the preamble hereof. “Approval Date.” As set forth in Section 4.3 hereof. “Casualty.” As set forth in Section 12.13.1 hereof. “Claims.” Collectively, damages, claims (including without limitation, any claim for damage to property of others or injury to or death of any persons), penalties, obligations, liabilities, fines, losses, causes of action, fees, injuries, liens, encumbrance, proceedings, judgments, actions, rights, demands, costs and expenses (including without limitation, reasonable attorneys’ fees whether or not legal proceedings are instituted and court and litigation costs). GENBUS/718957.4