ASSET AND REAL ESTATE PURCHASE AGREEMENT

Exhibit 10.33

EXECUTED VERSION

ASSET AND REAL ESTATE PURCHASE AGREEMENT

BALDWIN/GREEN ACRES LIMITED PARTNERSHIP

(AS “SELLER”)

AND

RE2 KENTON, INC.

(AS “BUYER”)

Dated as of March 31, 2004

TABLE OF CONTENTS

1.		SALE OF ASSETS AND ASSUMPTION OF LIABILITIES							2
			1.1			Assets			2
			1.2			Excluded Liabilities			3
2.		FINANCIAL ARRANGEMENTS							3
			2.1			Purchase Price			3
			2.2			Allocation of Purchase Price			3
			2.3			Purchase Price Adjustments			3
3.		CLOSING							3
			3.1			Closing			3
			3.2			Actions of Seller at Closing			4
			3.3			Actions of Buyer at Closing			5
4.		REPRESENTATIONS AND WARRANTIES OF SELLER							6
			4.1			Capacity			6
			4.2			Powers; Consents; Absence of Conflicts With Other Agreements			6
			4.3			No Affiliates and FIRPTA			7
			4.4			Binding Agreement			7
			4.5			Licenses and Permits			7
			4.6			Legal and Regulatory Compliance			7
			4.7			The Contracts			8
			4.8			Equipment			8
			4.9			Real Property			8
			4.10			Condition of Assets			10
			4.11			Brokers and Finders			10
			4.12			Insurance			10
			4.13			Reserved			10
			4.14			No Employees			10
			4.15			Litigation or Proceeding			10
			4.16			Taxes			11
			4.17			No Material Change			11
			4.18			Certain Affiliate Transactions			11
			4.19			Environmental Matters			12
			4.20			Construction in Progress			13
			4.21			Reports, Statements and Copies			13
5.		REPRESENTATIONS AND WARRANTIES OF BUYER							14
			5.1			Corporate Capacity			14
			5.2			Corporate Powers; Consents; Absence of Conflicts With Other Agreements, Etc			14
			5.3			Binding Effect			15
			5.4			Brokers and Finders			15

6.		COVENANTS OF SELLER							15
			6.1			Access and Information			15
			6.2			Operations			15
			6.3			Negative Covenants			16
			6.4			Governmental Approvals			16
			6.5			Exclusive Agreement			16
			6.6			Closing Conditions			16
			6.7			Title and Survey Matters			16
			6.8			Cooperation			17
7.		COVENANTS OF BUYER							18
			7.1			Governmental Approval			18
			7.2			Survey			18
			7.3			Closing Conditions			18
			7.4			Cooperation			18
8.		CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER							18
			8.1			Representations/Warranties			19
			8.2			Opinion of Seller’s Counsel			19
			8.3			Action/Proceeding			19
			8.4			No Adverse Change			20
			8.5			Vesting/Recordation			20
			8.6			Title to Real Estate			20
			8.7			No Agreements and Commitments			20
			8.8			Closing Documents			20
			8.9			Casualty			20
			8.10			Consents to Assignments			21
			8.11			Appraisal			21
			8.12			Environmental Survey and Physical Inspections			21
			8.13			Due Diligence			21
			8.14			Allocation of Purchase Price			21
			8.15			Financing			21
			8.16			Condemnation			21
9.		CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER							22
			9.1			Representations/Warranties			22
			9.2			Opinion of Buyer’s Counsel			22
			9.3			Action/Proceeding			23
			9.4			Pre-Closing Confirmations			23
			9.5			Extraordinary Liabilities/Obligation			23
10.		ADDITIONAL AGREEMENTS							23
			10.1			Termination Prior to Closing			23
			10.2			Post-Closing Access to Information			24
			10.3			Press Releases			24

11.		INDEMNIFICATION							24
			11.1			Indemnification by Seller			24
			11.2			Limitations/Seller			25
			11.3			Indemnification by Buyer			25
			11.4			Limitations/Buyer			26
			11.5			Indemnification Set Off and Procedure			26
			11.6			Survival of Representations			27
			11.7			Indemnity Notice			28
12.		GENERAL							28
			12.1			Interpretation			28
			12.2			Schedules			29
			12.3			Consented Assignment			29
			12.4			Consents, Approvals and Discretion			29
			12.5			Expenses; Legal Fees and Costs			30
			12.6			Choice of Law; Arbitration			30
			12.7			Benefit Assignment			31
			12.8			Accounting Date			31
			12.9			No Third-Party Beneficiaries			31
			12.10			Waiver of Breach			31
			12.11			Notices			31
			12.12			Severability			32
			12.13			Gender and Number			33
			12.14			Divisions and Headings			33
			12.15			Time of Essence			33
			12.16			Confidentiality			33
			12.17			Entire Agreement/Amendment			33
			12.18			Drafting			34
			12.19			Incorporated Reference			34

ASSET AND REAL ESTATE PURCHASE AGREEMENT

     THIS ASSET PURCHASE AND REAL ESTATE AGREEMENT (“Agreement”) is made and entered into as of March 31, 2004, by and among BALDWIN/GREEN ACRES, Limited Partnership , an Ohio limited partnership (as “Seller”) and RE2 KENTON, INC. , an Ohio corporation (as “Buyer”).

WITNESSETH:

      WHEREAS , Seller owns a building that is a nursing home and the related real estate located at 117 Jacob-Parrot Boulevard, Kenton, Ohio, (the “Premises”);

      WHEREAS , Seller leased the Premises to Baldwin Manor, Inc. (“Baldwin Manor”), pursuant to that certain Lease Agreement (the “Lease”) dated January 25, 1996 by and between Seller and Baldwin Manor, Inc., as amended by that certain Amendment to Lease dated April 26, 1996 (the “Lease”);

      WHEREAS , Seller and Baldwin Manor also entered into an Option to Purchase Agreement on January 25, 1996 (the “Option to Purchase Agreement”) giving Baldwin Manor the option to purchase the Premises in accordance with the terms set forth therein:

      WHEREAS , an affiliate of Seller, Green Acres Nursing Homes, Inc. (“Green Acres”), entered into a Purchase Agreement (the “Green Acres/Baldwin Purchase Agreement”) with Baldwin Manor on January 25, 1996 whereby Baldwin Manor purchased Green Acres’ assets;

      WHEREAS, Baldwin Manor subsequently assigned the Lease to Tandem Health Care of Ohio, Inc., an Ohio corporation (“Tandem Ohio”), pursuant to that certain Assignment and Assumption of Lease and Opinion, dated January 31, 2000 (the “Baldwin Assignment”);

      WHEREAS, as a proper assignees of the Lease, Tandem Ohio has a right to purchase the Premises in accordance with Option to Purchase Agreement;

      WHEREAS, Tandem Ohio currently subleases the Premises to Tandem Health Care of Kenton Inc. (“Sublessee”);

      WHEREAS, all of Tandem Ohio’s right, title and interest in and to the Premises is encumbered by an Open-End Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement in favor of FirstMerit N.A., as mortgagee (the “FirstMerit Mortgage”);

      WHEREAS , Tandem Ohio wishes to exercise its option to purchase the Premises through its nominee, Buyer, pursuant to the terms set forth herein;

      WHEREAS , the partners of Seller have determined that it is in the best interest of Seller to sell the Premises to Buyer pursuant to the terms set forth herein;

      NOW, THEREFORE , for and in consideration of the premises, and the agreements, covenants, representations and warranties hereinafter set forth, and other good and valuable

consideration, the receipt and adequacy of all of which are forever acknowledged and confessed, the parties hereto, intending to be legally bound hereby, agree as follows:

1.1 Assets .

          Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, transfer and deliver to Buyer and Buyer agrees to purchase as of Closing (as hereinafter defined) all the real property, including without limitation the building and fixtures, owned by Seller and associated with or employed in the operation of the Premises, which assets shall include the following (collectively, the “Assets”): (i) fee simple absolute title to the real property described in Schedule 4.12 hereto, together with all tenements, hereditaments, appurtenances, rights-of-way, strips, gores, easements, licenses, development rights, entitlements, improvements, buildings and fixtures located thereon or therein, and any other rights and privileges in any way pertaining or beneficial to such real property and all damages, awards, claims and causes of action now or hereafter payable or assertable with respect to any of the foregoing by reason of any exercise of the power of eminent domain (collectively, the “Real Property”); (ii) any machinery, equipment, furniture, furnishings, appliances, signs and other personal property located in, attached to or used in connection with the Real Property and owned by Seller (“Personal Property”); (iii) all written warranties and guaranties given to Seller made by or received from any person with respect to any building, building component, structure, fixture, machinery, equipment or material constituting part of the Real Property (collectively the “Warranties”); (iv) (a) any preliminary, final or proposed building plans or specifications (including “as-built” plans and drawings) and plans and specifications for improvements, structures and fixtures, (b) existing surveys, architectural and structural drawings, and engineering, soils, seismic, environmental, geologic and architectural reports, studies and tests relating to the Real Property and (c) lock combinations, keys, operating manuals and technical data relating to the Real Property or any Personal Property ((a), (b) and (c) collectively, the “Reports and Plans”), and (v) all (a) licenses, permits, building inspection approvals and certificates of use or occupancy, granted to Seller by Governmental Authorities (as defined herein) in connection with the Real Property, (b) development rights, covenants, conditions and restrictions and other rights benefiting the Real Property and (c) other licenses, consents and approvals Seller has relating to the Real Property or any Personal Property ((a), (b) and (c) collectively, the “Licenses and Permits”), and (vi) any books and records pertaining to the Warranties, Licenses and Permits, any Real Property or the operation of the Real Property (collectively, the “Books and Records”). Seller shall convey good title to the Assets and all parts thereof to Buyer free and clear of all liens, judgments, mortgages, tenancies, leases, easements, reservations, encroachments, pledges, rights of first refusal, options, restrictions, encumbrances, liabilities, claims, assessments, security interests and defects in title, except as permitted or provided herein to the contrary.

1.2 Excluded Liabilities .

          Buyer shall not assume or be obligated to pay nor shall the Assets be subject to or bound by any liability of Seller, whether fixed or contingent, recorded or unrecorded (all such liabilities, “Excluded Liabilities”).

2.1 Purchase Price .

          Subject to the terms and conditions hereof, Buyer agrees to tender to Seller approximately Three Million Eight Hundred and Seventy-five Thousand ($3,875,000) (the “Purchase Price”) minus the Three Hundred Seventy-five Thousand Dollars ($375,000) attributable to Sublessee’s Lease deposit as the assignee of the Lease.

2.2 Allocation of Purchase Price .

          Seller and Buyer shall agree prior to Closing to an allocation (the “Allocation”) of the Purchase Price among the various classes of Assets as provided by Section 1060 of the Internal Revenue Code of 1986, as amended and rules and regulations promulgated thereunder (collectively, the “Code”) and to be set forth in Schedule 2.2 hereto. In this regard, the parties agree that, if required, they will each properly prepare and timely file Form 8594 in accordance with Section 1060 of the Code consistent with the Allocation. The parties agree that any tax returns or other tax information they may file or cause to be filed with any governmental agency shall be prepared and filed consistently with the Allocation.

2.3 Purchase Price Adjustments .

          In accordance with the terms of this Agreement, the Purchase Price shall be adjusted on the Closing Date for any amounts which are due and payable by either party to the other on the Closing Date or which are to become due and payable after the Closing Date which are attributable to services or goods received or taxes associated with the period prior to Closing, and any amounts which are paid prior to the Closing Date which are attributable to services or goods to be received or taxes associated with the period subsequent to Closing, with respect to any taxes or utilities relating to the Assets which Sublessee, as assignee of the Lease, is not obligated to pay (the “Prorations”). Seller shall cancel all existing utility accounts, if any, on the Closing Date.

3.1 Closing .

          Subject to the satisfaction or waiver by the appropriate party of all the conditions precedent to Closing specified in Articles 8 and 9 hereof, the consummation of the transactions (the “Closing”) shall take place at the offices of Buchanan Ingersoll Professional Corporation, One Oxford Centre, 301 Grant Street, 20th Floor, Pittsburgh, Pennsylvania, 15219, at 8:30 a.m. on or before April 30, 2004 or at such later or earlier date and/or such other location as the

parties hereto may mutually agree in writing or as otherwise provided in this Agreement (the “Closing Date”). The Closing shall be effective as of 12:01 a.m. then prevailing Eastern time on May 1, 2004 (the “Effective Time”).

3.2 Actions of Seller at Closing .

          At the Closing and unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following:

           3.2.1 Deeds, duly executed, containing special or limited warranty of title, sufficient in the opinion of Buyer’s counsel to vest in Buyer (or its nominee or assignee) full legal and equitable fee simple absolute title to the Real Property, subject only to the liens and encumbrances permitted herein;

           3.2.2 General Bill of Sale and Assignment of Contracts, in substantially the form attached as Exhibit A (the “Bill of Sale”), duly executed by Seller, conveying to Buyer good and valid title to the Warranties, the Reports and Plans, the Books and Records, the Licenses and Permits and the Personal Property owned by Seller, including any unpaid casualty claims and losses (if any) and unpaid condemnation awards or damages (if any), which title shall be free and clear of all liens, security interests, pledges, options, restrictions, encumbrances, and defects in title, except for current taxes not yet due and payable and except as provided or permitted herein;

           3.2.3 A FIRPTA Affidavit, substantially in the form attached hereto as Exhibit B;

           3.2.4 All documents required by this Agreement or the Title Company (as defined herein), which are necessary in order for the Title Company to issue the Title Policy to Buyer in accordance with this Agreement, including without limitation the Seller’s affidavit prepared by the Title Company;

           3.2.5 A payoff letter with wire instructions setting forth the amount required to be paid in order to satisfy in full as of the Closing Date any and all mortgages, including the FirstMerit Mortgage, that encumber the Real Property;

           3.2.6 All Warranties;

           3.2.7 All Books and Records;

           3.2.8 All Licenses and Permits;

           3.2.9 All Reports and Plans;

           3.2.10 All keys to the Real Property and Personal Property in possession of Seller;

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           3.2.11 A duly executed counterpart of any certificates, affidavits, disclosures and reports required by applicable state and local law in connection with the conveyance of the Assets to Buyer;

           3.2.12 Certificate of Limited Partnership of Seller from the Ohio Secretary of State, dated no earlier than ten (10) business days prior to Closing;

           3.2.13 Certificate of the general partner of Seller, certifying that (a) each covenant and agreement of Seller to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects, and (b) as of Closing all of the respective representations and warranties by or on behalf of Seller contained in this Agreement are true and correct;

           3.2.14 Certificate of Full Force and Effect of Seller from the Ohio Secretary of State, dated no earlier than ten (10) business days prior to Closing;

           3.2.15 The opinion of Seller’s counsel as described in and provided by Section 8.2 hereof;

           3.2.16 Closing Statement that has been agreed to by each party;

           3.2.17 The cancellation and termination of any existing lease of the Real Property; and

           3.2.18 Such other instruments and documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby.

3.3 Actions of Buyer at Closing .

          At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller the following:

           3.3.1 The Purchase Price in same-day funds;

           3.3.2 Copies of resolutions duly adopted by the board of directors of Buyer authorizing and approving Buyer’s performance of the transactions set forth herein and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of Closing by an appropriate officer of Buyer;

           3.3.3 Certificate of the Chairman of Buyer, in his official capacity, certifying that (a) each covenant and agreement of Buyer to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects, and (b) as of Closing all of the respective representations and warranties by or on behalf of Buyer contained in this Agreement are true and correct in all material respects;

           3.3.4 Certificates of incumbency for the respective officers of Buyer executing this Agreement or making certifications for Closing dated as of Closing;

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           3.3.5 Certificate of Good Standing of Buyer from the Ohio Secretary of State, dated no earlier than ten (10) days prior to Closing;

           3.3.6 Closing Statement that has been agreed to by each party;

           3.3.7 Buyer’s opinion letter as referenced in Section 9.2 herein.

           3.3.8 Such other instruments and documents as are ordinarily required to effect the transactions that are necessary and appropriate to consummate the transactions contemplated by this Agreement.

           4. REPRESENTATIONS AND WARRANTIES OF SELLER

          As of the date hereof, Seller represents and warrants to Buyer that the following facts and circumstances are and, at the Closing Date, will be true and correct:

4.1 Capacity .

          Seller is a limited partnership duly organized, validly existing and of full force and effect under the laws of the State of Ohio. Seller has the requisite power and authority to execute, deliver, and perform its obligations under this Agreement and all transactions contemplated hereby. Seller has taken all requisite action to authorize the execution, delivery, and performance of Seller’s obligations hereunder. Seller has the requisite power and authority to conduct its business as now being conducted. Seller is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances and orders of governmental authorities having jurisdiction over the Assets to own its properties and conduct its business in the place and manner now conducted.

4.2 Powers; Consents; Absence of Conflicts With Other Agreements .

          The execution, delivery and performance of this Agreement by Seller and all other agreements referenced in or ancillary hereto to which Seller is a party or is to become a party at the Closing and the consummation of the transactions set forth herein by Seller:

           4.2.1 are within Seller’s powers, are not in contravention of law and have been duly authorized by all necessary action of Seller;

           4.2.2 do not and will not conflict with any provision of Seller’s certificate of limited partnership, partnership agreements or operating agreements;

           4.2.3 except as otherwise expressly herein provided, do not require any approval or consent of, or filing with, any governmental agency or authority which is required by law or the regulations of any such agency or authority;

           4.2.4 except as otherwise expressly provided herein, will not result in the creation of any lien, charge or encumbrance affecting any of the Assets;

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           4.2.5 will not violate any statute, law, rule or regulation of any governmental authority to which Seller or the Assets may be subject if such violation would have a material adverse affect on the Assets; and

           4.2.6 will not violate any order, writ, injunction, decree, or judgment of any court or governmental authority to which Seller or the Assets may be subject.

4.3 No Affiliates and FIRPTA .

          Except as set forth on Schedule 4.3 , Seller does not own or control, is not owned or controlled by and is not under common ownership or control with any other Person and does not have any investments in any other entity. Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”).

4.4 Binding Agreement .

          This Agreement and all agreements to which Seller is or will become a party hereunder or pursuant hereto are and will constitute the valid and legally binding obligation of Seller and are and will be enforceable against Seller, in accordance with the respective terms hereof or thereof, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity (the “Enforceability Exceptions”). All persons who have any legal or equitable interest in the Assets, or whose joinder would be necessary to convey title to the Assets as required by this Agreement, are named herein as “Seller.”

4.5 Licenses and Permits .

          All certificates of use or occupancy, zoning permits building permits and other governmental permits, licenses, authorizations and approvals necessary or useful for the lawful construction, ownership, operation, management use and occupancy of the Property have been obtained and are in full force and effect, unconditional, not currently under appeal, and not subject to appeal and are included in the Licenses and Permits to be assigned to Buyer hereunder, except to the extent the Sublessee already has any such Licenses and Permits as a result of its sublease of the Premises. Seller has previously delivered to Buyer true, correct and complete copies of all the Licenses and Permits. Seller holds all the Licenses and Permits, as qualified above, in its own name, has not assigned them and has not received any notice nor knows of any reason why any such notice should be given, that any of the Licenses and Permits may be suspended or not renewed or may not be assigned to Buyer.

4.6 Legal and Regulatory Compliance .

          Seller is in compliance with all applicable laws of federal, state and local authorities and all applicable rules, regulations and requirements of all federal, state and local commissions, boards, bureaus and agencies having jurisdiction over the Assets; and Seller has timely filed all reports, data and other information required to be filed with such commissions, boards, bureaus and agencies except where a failure to file timely would not have a material adverse effect on the Assets.

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4.7 The Contracts .

          Other than the Lease, the Option to Purchase Agreement and the FirstMerit Mortgage, which shall be paid in full at the time of the Closing, Seller is not a party to any contracts, commitments or agreements that affect the Assets.

4.8 Equipment .

          Seller owns no equipment located on the Premises or elsewhere that is used in the operations of the Premises.

4.9 Real Property .

          Seller is vested with full legal and equitable fee simple absolute title to the Real Property. The legal description of the Premises is described in Schedule 4.9 hereto. The Real Property will be conveyed to Buyer at Closing by special or limited warranty deed subject only to the following (collectively, the “Permitted Encumbrances”): (i) current taxes, that are a lien not yet due and payable on the Closing Date; (iii) easements, conditions, or restrictions of record provided that none of the foregoing are violated by any existing improvements or the present use thereof; (iv) dedicated streets, roads, and rights-of-way; (v) all applicable zoning and other laws which do not interfere with existing use; (vi) matters disclosed on the Survey (as defined in Section 7.2) and (vii) other matters on the Title Commitment (as hereinafter defined) to which Buyer does not object. The Real Property comprises all of the real property necessary to operate the nursing home on the Premises.

           4.9.1 Seller has good, indefeasible and insurable fee simple absolute title to each parcel of Real Property, free and clear of any and all mortgages, liabilities, liens, charges, claims, collateral assignments, tenancies, leases, attachments, levies, judgments, easements, reservations, encroachments, pledges, rights-of-way, equities, restrictions, encumbrances, rights of first refusal, options to acquire, assessments, security interests, defects in title and all other title matters whatsoever, except those to be paid at the Closing and the Permitted Encumbrances, and will defend the same against the claims of all persons wrongfully claiming by, through or under Seller;

           4.9.2 Seller has not received notice of a violation of any applicable ordinance or other law, order, regulation or requirement (which violation has not been cured) relating to any part of the Real Property, including building, zoning, environmental laws and the Americans With Disabilities Act of 1990, as amended;

           4.9.3 There is not existing, and to the best knowledge of Seller, there is not presently contemplated or proposed, any eminent domain, condemnation or similar action, or zoning action or proceeding, with respect to any portion of the Real Property or any utilities, sewers, roadways or other public improvements;

           4.9.4 Seller has no knowledge nor has received a notice of any contemplated or proposed moratorium or similar impediment to land development, building construction, or

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hook-up to usage of water or sewer or other utility services that could materially adversely affect the use of the Real Property as it is currently being utilized;

           4.9.5 The Real Property and its operation are in compliance with all applicable zoning ordinances, local building codes and ordinances or are operating under a valid zoning variance; the use and operation of the nursing home on the Premises as a nursing home is a permitted use under the applicable zoning code(s); Seller has received no notice that such nursing home is in violation, which violation has not been cured, of local building codes, ordinances or zoning laws; and the consummation of the transactions set forth herein will not result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing;

           4.9.6 Seller has not received any notice which currently remains uncured that indicates that Seller has failed to obtain any license, permit, approval, certificate or other authorizations required by applicable statutes, laws, ordinances or regulations for the use and occupancy of the Real Property;

           4.9.7 No part of the Real Property contains or is located within any tideland, wetland, or marshland or any similar areas;

           4.9.8 To Seller’s best knowledge, there are no parties other than Tandem Ohio or Sublessee in possession of the Real Property or any portion thereof as managers, lessees, tenants, or trespassers. The Real Property is not subject to any lease, license, form of use or occupancy agreement other than the lease to Tandem Ohio and the sublease to Sublessee;

           4.9.9 There is access to the Real Property from a dedicated public right-of-way. No fact or condition exists which would result in the termination or reduction of the current access to or from the Real Property to such right-of-way;

           4.9.10 There is available to the Real Property propane gas, water, sanitary sewer lines, storm sewers, electrical, and telephone services in operating condition which are adequate for use of the Real Property for the operation of the nursing home located on the Premises. The Real Property has access to utility lines located in a dedicated public right-of-way. There is no, and on the Closing Date, there will be no, pending or threatened governmental or third party proceeding which would impair or result in the termination of such utility availability;

           4.9.11 Seller has not received and has no actual knowledge of any notice or request, formal or informal, from any insurance company or board of fire underwriters (i) identifying any defects in the buildings or improvements on the Premises that would adversely affect the insurability of the nursing home located on the Premises, or (ii) requesting the performance of any demolition, repairs, alteration or other work with respect to the nursing home located on the Premises;

           4.9.12 Seller has no knowledge and Seller has not received a notice of any public improvements which have been ordered to be made and/or which have not heretofore been

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assessed, and there are no special, general or other assessments pending, threatened against, affecting or to affect the buildings or improvements on the Premises; and

           4.9.13 No public or private nuisance condition concurrently exists or has existed prior to the date hereof on, or with respect to, the Real Property.

4.10 Condition of Assets .

          To Seller’s knowledge, all of the mechanical and electrical systems, heating and air conditioning systems, plumbing, water and sewer systems, and all other items of mechanical equipment or appliances and tangible personal property are in good working order, condition, and repair, normal wear and tear excepted, of sufficient size and capacity to service the buildings and improvements on the Premises and to comply with all applicable ordinances and regulations, and with all building, zoning, fire, safety, and other codes, laws and orders. To Seller’s knowledge, all buildings and improvements, including the roof and the foundation, are structurally sound and free from leaks and other defects, normal wear and tear excepted.

4.11 Brokers and Finders .

          Seller has not and will not engage any broker or finder in connection with this Agreement and the transactions contemplated hereunder unless Seller notifies Buyer of such engagement, in which event Seller agrees to be solely responsible for all fees, charges, costs and expenses of any such broker or finder.

4.12 Insurance .

           Schedule 4.12 sets forth a true and complete list of all insurance policies or self-insurance funds of any nature whatsoever maintained by Seller, if any, as of the date hereof covering the ownership and operation of the Assets, which Schedule reflects the policies’ numbers, terms, identity of insurers, amounts and coverages. Seller has not as of the date hereof (i) received any written notice from any such insurance company canceling or materially amending any of said insurance policies, or (ii) failed to give any required notice or present any claim which is still outstanding under any of said policies.

4.13 Reserved .

4.14 No Employees .

          Seller does not currently have, and has not at anytime in the past hired or employed, any employees.

4.15 Litigation or Proceeding .

          With the exception of the litigation listed on Schedule 4.15 hereto (the “ Litigation ”), there are no claims, judgments, orders, suits, actions, garnishments, attachments or proceedings of any nature by or before any court, commission, board or other governmental body pending, or to the knowledge of Seller threatened, which involve or affect, or could involve or

affect: (a) the Assets, (b) the legal use of the Assets, (c) Seller’s title to the Assets, (d) the validity or enforceability of this Agreement, (e) any risk of any judgment or liability being imposed upon Seller which could materially adversely affect the financial condition of Seller or Seller’s ability, power or right to observe or perform fully its agreements and obligations hereunder, including without limitation the conveyance of the Assets to Buyer. Seller has filed a claim under a valid and adequate insurance policy for each and every matter contained in the Litigation (which insurance policy shall not require any deductible or other payment in connection with the filing, performance or payment of each such claim), if any, and each such claim has been accepted by the applicable insurance company and the proper defense of such claim has been tendered at the sole cost and expense of such insurance company (including the cost of all attorneys’ fees).

4.16 Taxes .

          Seller has, within the time and in the manner prescribed by law, filed or properly requested extensions for all federal, state and local tax and other information return and reports (“Tax Returns”) required to be filed by it and has collected and remitted all payroll taxes required by federal and state law, and, if required, has paid in full or made adequate provisions for the payment of all known taxes (including income, franchise, sales and use, excise, severance, property, gross receipts and payroll taxes, together with any interest, penalties, assessments or deficiencies, hereinafter referred to collectively as “Taxes” or singularly as a “Tax”), for all periods ending on or before the date hereof and on or before the Closing Date. All such Tax Returns are and will be true, correct and complete in all material respects and in compliance in all material respects with the laws, rules and regulations applicable to such Tax Returns. Seller is not a party to any action or proceeding by a government authority for the assessment or collection of Taxes which may adversely affect Seller, the Business, or the Assets or affect future rights in or use of the Assets, and no such claim against Seller for additional Taxes, penalties or interest is pending or, to the best of Seller’s knowledge, threatened.

4.17 No Material Change .

          Except as disclosed herein (including the Schedules hereto) or as disclosed on Schedule 4.17 hereto, since December 31, 2003 to the date of this Agreement (i) there has not been any material damage, destruction or loss (whether or not covered by insurance) affecting the Assets and (ii) Seller has not incurred any material liability or obligation of any nature (whether absolute, accrued, contingent or otherwise).

4.18 Certain Affiliate Transactions .

          No officer, partner or member of the board of directors of Seller (“Interested Person”) and no member of the immediate family of an Interested Person of Seller (“Family Member”), directly or indirectly, has any cause of action or claim whatsoever against Seller or the Assets.

4.19 Environmental Matters .

      4.19.1 (1) For purposes of this Agreement, the term “Environmental Laws” shall mean any and all bylaws, statutes, ordinances, rules, regulations, orders or determinations of any Government Authority pertaining to health or the environment, whether now in existence or hereafter enacted and in effect at the time of closing, in any and all jurisdictions in which the Real Property is located.

               (2) For purposes of this Agreement, the terms “Hazardous Substances” and “release” (or “threatened release”) have the meanings specified in the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”); and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in the federal Resource Conservation Recovery Act (“RCRA”); provided, however, that to the extent the applicable laws, ordinances, rules, regulations or common law of the state in which the Real Property is located establish a meaning for “hazardous substance,” “release,” “solid waste,” or “disposal” that is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply.

               (3) For purposes of this Agreement, the term “Governmental Authority” includes the United States, the state, county, city, and political subdivisions in which the Real Property is located or that exercise jurisdiction over the Real Property, and any agency, court, department, commission, board, bureau or instrumentality or any of them that exercises jurisdiction over the Real Property.

               (4) For purposes of this Agreement, the term “Environmental Condition” shall mean (a) any release or threatened release of a hazardous substance from, in, on, under, or onto the Real Property in violation of any Environmental Law; (b) any releases or threatened release of a hazardous substance from the Real Property in, on, under, or onto any other property that results in damages, loss, cost, expenses, or other liability; (c) any violation of any Environmental Law relating to the manufacture, processing, distribution, transportation, storage, use, discharge, handling, emission, or disposal of hazardous substances by or in connection with the Business; (d) any release or threatened release of a hazardous substance from, in, on, under, or onto the Real Property resulting in liability to non-governmental third parties in tort; or (e) any underground storage tank, waste treatment, disposal or storage areas, asbestos or polychlorinated biphenyls (“PCBs”).

           4.19.2 During Seller’s ownership of the Real Property:

               (1) The Real Property is in compliance with all applicable Environmental Laws. There are not any Environmental Conditions existing on or resulting from Seller’s operation of the Real Property that may give rise to any on-site or off-site remedial obligations.

               (2) The Real Property is not subject to any existing, pending or, to the best knowledge of Seller, threatened action, suit, investigation, inquiry or proceeding by or before any Governmental Authority under any Environmental Law.

               (3) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed by Seller under any Environmental Law in connection with the Real Property, including those relating to the treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed and Seller is in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations.

               (4) There is no pending claim of any nongovernmental third-party in tort in connection with any release or threatened release of any hazardous substances, solid waste, petroleum, petroleum products, asbestos, or PCBs into the environment as a result of or with respect to the Real Property.

               (5) Seller has not: (a) entered into or been subject to any consent decree, compliance order, or administrative order with respect to the Real Property or any facilities or operations thereon; (b) received notice under the citizen suit provision of any Environmental Law in connection with the Real Property or any facilities or operations thereon; (c) received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim or suit with respect to any Environmental Condition relating to the Real Property or any facilities or operations thereon; or (d) been subject to or threatened with any governmental or citizen action with respect to the Real Property or any facilities or operations thereon; and Seller has no reason to believe that any of the above will be asserted.

               (6) Seller has provided Buyer with true and correct copies of any environmental study, assessment, report, permit o