ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 22nd day of March, 2006, by and between Allen Park Two, Inc., a Kansas corporation having its principal office in Olathe, Kansas, and Allen Park Three, Inc., a Kansas corporation having its principal place office in Olathe, Kansas (individually and collectively and jointly and severally “Seller”), and ARC Sweet Life Shawnee, LLC, a Tennessee limited liability company, having its principal office in Brentwood, Tennessee (together with its permitted assignees, “Buyer”).

WHEREAS, Seller currently owns and operates those certain senior living facilities identified on Exhibit A hereto (each, a “Facility” and collectively, the “Facilities”);

WHEREAS, Seller desires to sell to Buyer at the Closing (as hereinafter defined), and Buyer desires to purchase from Seller, all of the Assets (as hereinafter described) that comprise the Facilities, upon and subject to the terms and conditions contained herein;

NOW, THEREFORE, IN CONSIDERATION of the promises and of the mutual representations, warranties and covenants that are made and to be performed by the respective parties, it is agreed as follows:

1.1       Purchase and Sale of Assets . Subject to the terms and conditions hereof, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in the assets, tangible or intangible, used or useful in, or directly or indirectly relating to, the Facilities, including without limitation, the following-described assets, wherever located (collectively, the “Assets”):

(a)      Those certain tracts of land on which each Facility is located, which land is more particularly described on Exhibit A attached hereto (the “Land”), together with all easements, hereditaments, appurtenances, rights of way, privileges and rights benefiting the same;

(b)      All fixed assets, improvements, buildings, construction-in-progress, stored construction materials (on or off-site), machinery, equipment, fixtures, furniture, furnishings, plant or office equipment, computer hardware or software, medical or nursing equipment, inventories, medical supplies, operating supplies and materials and vehicles, related to or connected with the ownership, use, occupancy or operation of the Facilities (collectively, the “Fixed Assets”), including the Fixed Assets described in Schedule 1.1(b) ;

(c)      The residency agreements, admission agreements, or similar agreements or arrangements with residents of the Facilities (collectively, the “Residency Agreements”), including the Residency Agreements described in Schedule 1.1(c) ;

(d)      Deposits of any kind held for, on account of, on behalf of or with respect to either (i) residents of the Facilities; or (ii) potential residents of the Facilities (including, without limitation, future residency agreement deposits, escrow deposits and waiting list deposits) (collectively, the “Resident Deposits”), including the Resident Deposits described in Schedule 1.1(d) ;

(e)      All contracts and agreements relating directly or indirectly to the construction, ownership, use, occupancy or operation of the Facilities that have been designated by Buyer on Schedule 1.1(e) as Assigned Contracts pursuant to Section 2.4 hereof (collectively, together with the Residency Agreements, the “Assigned Contracts”);

(f)      All operating data and records related to the ownership, use, occupancy or operation of the Facilities, including books, records, sales and sales promotional data, advertising and marketing materials (including camera-ready art), prospect lists, operating handbooks, manuals and procedures, medical records and medical information concerning residents of the Facilities, supplier lists, business plans and reference catalogs (collectively, the “Records”);

(g)      All trademarks, trade names, service marks and registered user entries relating to the ownership, use, occupancy or operation of the Facilities (including, but not limited to, all of Seller’s right, title and interest in and to the names “The Sweet Life,” “The Sweet Life at Shawnee,” and “The Sweet Life at Rosehill” and any similar names or derivations thereof), and all of Seller’s right, title and interest in any application for any of the foregoing, and, to the extent transferable, all of Seller’s right, title and interest under permits, licenses, franchises and similar authorizations used by Seller in connection with the use, ownership, occupancy or operation of the Facilities (collectively, the “Rights”);

(i)      The goodwill of the Facilities and the businesses conducted by Seller on the Land; and

(j)      Any and all other real and personal property, and tangible or intangible assets, of Seller located on the Land, or relating to the construction, use, ownership, occupancy or operation of the Facilities or the operation of the businesses conducted by Seller on the Land.

1.2       Excluded Assets from Purchase and Sale of Assets . Notwithstanding the foregoing, Seller shall retain all of Seller’s right, title and interest in the following described assets (collectively, the “Excluded Assets”):

(c)      Those certain tracts of land more particularly described on Exhibit F attached hereto (the “Excluded Land”); and

(d)      All contracts and agreements that are not listed on Schedule 1.1(e) (collectively, the “Excluded Contracts”).

1.3       Assumption of Liabilities . At Closing, Buyer will assume, and agree to pay, discharge and perform when lawfully due, the following (collectively, the “Assumed Liabilities”): (i) ad valorem real property taxes respecting the Land for the year in which the Closing occurs; (ii) all liabilities or obligations of Seller under the Assigned Contracts that are listed on Schedules 1.1(c) and 1.1(e) , but only to the extent that they arise after Closing and do not relate to matters occurring prior to Closing and excluding all liabilities and obligations under the Excluded Contracts and the Excluded Land; (iii) all liabilities relating to the refund of any Resident Deposits, but only to the extent that such Resident Deposits are transferred to Buyer or Buyer receives a credit therefor at Closing; and (iv) the Employee (as hereinafter defined) expenses described in Section 2.3 , but only to the extent that Buyer receives a credit therefor at Closing. Except as set forth in the preceding sentence, Buyer will not assume, and the Assets shall be transferred free and clear of, any debts, liabilities, obligations, expenses, taxes, contracts, liens, encumbrances (other than the hereinafter described Permitted Exceptions) or commitments of any kind, character or description, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against in Seller’s books of accounts or records. Pursuant to Article XI hereof, Seller will indemnify Buyer against, and hold it harmless from, any such obligations and liabilities, other than the Assumed Liabilities.

2.1       Purchase Price . Subject to the adjustments set forth in Section 2.3 , the purchase price (“Purchase Price”) for the Assets shall be Twenty-nine Million Five Hundred Thousand Dollars ($29,500,000.00).

2.2       Payment of Purchase Price . The Purchase Price shall be paid as follows:

(a)      Thirty Thousand Dollars ($30,000.00) (the “Earnest Money”), which has been paid to First American Title Insurance Company as escrow agent (“Escrow Agent”), which amount (together with interest thereon) shall be credited against the Purchase Price at the Closing.

(b)      At the Closing, Buyer shall pay Two Million Dollars ($2,000,000.00) (the “Holdback Amount”) to a national banking association as the closing escrow agent pursuant to the terms of the escrow agreement in the form attached hereto as Exhibit D (the “Closing Escrow Agreement”) as security for Seller’s obligations and liabilities under this Agreement.

(c)      At the Closing, Buyer shall pay to Seller the balance of the Purchase Price in immediately available funds, either by wire transfer or cash, subject to a credit for the Earnest Money (together with interest thereon) and the Holdback Amount, and further subject to the adjustments required by Section 2.3 hereof.

The Earnest Money shall be at all times held by the Escrow Agent in an interest-bearing account, and any reference to the “Earnest Money” shall also be deemed to include such interest. Seller, Buyer and the Escrow Agent have entered into a mutually-satisfactory escrow agreement prior to the deposit of the Earnest Money with the Escrow Agent. The costs of the escrow arrangement with Escrow Agent shall be split equally between Buyer and Seller.

2.3       Adjustment to Purchase Price . At the Closing, the following adjustments shall be made as of 11:59 p.m. on the day immediately preceding the Closing Date (as hereinafter defined), and shall be added to or deducted from the Purchase Price, as the case may be:

(a)      Real and personal property ad valorem taxes upon the Assets assessed for the year in which the Closing occurs (regardless of when due and payable) shall be prorated as of the Closing Date, and the portion allocable to Seller shall be deducted from the Purchase Price. If the amount of such taxes for the year in which the Closing occurs cannot reasonably be determined, the apportionment shall be based at the Closing upon a reasonable estimation thereof, which shall be based upon the amount of such taxes for the immediately preceding tax year, together with any reasonably anticipated changes thereto. Any back taxes (including penalties and interest) assessed for any year prior to the year in which the Closing occurs shall be paid in full by Seller at the Closing, and shall be affirmatively insured against by the Title Company (as hereinafter defined) in a manner satisfactory to Buyer. Special assessments, if any, due and payable prior to, or contemporaneously with, the Closing shall be paid by Seller at the Closing.

(b)      All salaries, wages, compensation, employee benefits, unemployment taxes, withholding taxes, FICA payments, and vested or accrued sick, vacation or holiday pay, for all personnel employed in the operation, use, ownership or maintenance of the Facilities (collectively, the “Employees”) shall be prorated as of the Closing Date, and the portion allocable to Seller shall be deducted from the Purchase Price. Buyer shall assume responsibility for payment of such amounts as and when they become due.

(c)      All utility expenses incurred in the operation or ownership of the Facilities prior to and including the Closing Date (including, without limitation, water, sewer, gas, electricity, telephone or other utility charges) shall be paid by Seller at the Closing, and shall not be assumed by Buyer; provided, however, that, to the extent that it is not reasonably practicable to pay such utility expenses (or any of them) at Closing, the amount thereof shall be prorated, and the portion allocable to Seller shall be deducted from the Purchase Price.

(d)      All prepaid resident fees and other prepaid items constituting revenues from the operation of the Facilities shall be prorated as of the Closing Date and the portion allocable to Buyer shall be deducted from the Purchase Price. All prepaid items constituting expenses of or from the operation of the Facilities shall be prorated as of the Closing Date and the portion allocable to Buyer shall be added to the Purchase Price; provided, however, that such prepaid expenses shall be added to the Purchase Price only to the extent that such expenses actually benefit the Facilities and the Buyer following the Closing Date.

(e)      Without duplicating any other adjustments pursuant to this Section 2.3 , all Assumed Liabilities shall be prorated as of the Closing Date, and the portion thereof accruing prior to the Closing Date shall either be paid by Seller at Closing from the Purchase Price or shall be deducted from the Purchase Price.

It is the intention of the parties that the Transactions (as hereinafter defined) be treated as being economically effective as of the Closing Date, with all profit, income, revenues, costs and expenses relating to the operation of the Facilities on and after the Closing Date, accruing to the benefit or detriment of Buyer; provided, however, that nothing in this Section 2.3 shall affect or impair Seller’s indemnity obligations under Article XI for matters occurring or arising prior to the Closing Date. All adjustments and allocations shall be made in cash at the Closing. Where adjustments are based on estimates, such estimates shall be made reasonably and in good faith to approximate (exactly as possible) expected results; but there shall be readjustments between Seller and Buyer as soon as practicable after such actual figures are available. Buyer shall prepare a detailed summary of such adjustments, allocations and, if applicable, readjustments.

2.4       Assigned Contracts . On or before the expiration of the Inspection Period, Buyer shall determine, in its sole and absolute discretion, which Contracts (as hereinafter defined) will be assumed by Buyer, and will provide Seller with Schedule 1.1(e) specifically identifying such contracts to be included as Assigned Contracts.

3.1       Closing Date . The closing (the “Closing”) of the transactions contemplated hereby (the “Transactions”) shall take place on or before May 15, 2006 or such earlier date as the parties shall mutually agree (the “Closing Date”). The Closing shall be conducted at the offices of Bass, Berry & Sims PLC in Nashville, Tennessee, or at such other place as Buyer chooses.

(a)      At the Closing and subject to the conditions set forth in Article VII , Buyer shall deliver (or cause to be delivered) to Seller:

(i)      the consideration as specified in Section 2.1 hereof;

(ii)      the Closing Escrow Agreement, duly executed by Buyer;

(iv)      the Option Agreement as described in Sections 7.13 and 8.5 hereof, duly executed by Buyer;

(v)      a copy of the resolutions of the member of Buyer, certified by Buyer’s Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Buyer, and the consummation of the Transactions;

(vi)      a certificate of Buyer certifying as to the accuracy in all material respects of Buyer’s representations and warranties at and as of the Closing and that Buyer has performed and complied with in all material respects all of the terms, provisions and conditions to be performed and complied with by Buyer at or before the Closing; and

(vii)      such other certificates and documents as Seller or its counsel may reasonably request (including an express assumption of the Assumed Liabilities).

(b)      At the Closing and subject to the conditions set forth in Article VIII , Seller will deliver (or cause to be delivered) to Buyer:

(i)      special warranty deeds, substantially in the forms set forth on Exhibit B , subject to the Permitted Exceptions;

(ii)      a bill of sale in the form set forth on Exhibit C , and endorsements, assignments, motor vehicle titles and other good and sufficient instruments of conveyance and transfer (in form and substance reasonably satisfactory to Buyer), as shall be effective to vest in Buyer all of Seller’s right, title and interest in the Assets;

(iii)      all of the Assigned Contracts (including the Residency Agreements) and the Records;

(iv)      the Closing Escrow Agreement, duly executed by Seller;

(vi)      the Option Agreement as described in Sections 7.13 and 8.5 hereof, duly executed by Seller;

(vii)      a copy of the resolutions of the Board of Directors and shareholders of Seller, certified by Seller’s Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the Transactions;

(viii)      a certificate of Seller certifying as to the accuracy in all material respects of Seller’s representations and warranties at and as of the Closing and that Seller has performed and complied with in all material respects all of the terms, provisions and conditions to be performed and complied with by Seller at or before the Closing;

(ix)      the opinion of Kevin L. Bennett, legal counsel for Seller (“Seller’s Counsel”), the terms of which are substantially as set forth in Section 7.4 hereof;

(x)      all required releases and consents from any creditors of Seller that are necessary or appropriate for Buyer to obtain good, valid and marketable title to the Assets subject only to the Permitted Exceptions (as hereinafter defined);

(xi)      a Non-Compete Agreement as described in Section 6.13 (the “Non-Compete Agreement”); and

(xii)      such other certificates and documents as Buyer or its counsel may reasonably request (including, but not limited to, a FIRPTA affidavit).

3.3       Confidentiality . Between the date of this Agreement and the Closing, Buyer and Seller will maintain in confidence, and will cause the directors, officers, employees, agents and advisors of Buyer and Seller to maintain in confidence, and not use to the detriment of another party, any written, oral or other information obtained from the other in connection with this Agreement or the Transactions, unless (i) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party; (ii) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Transactions; (iii) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings or any debt or equity financing undertaken by Buyer; or (iv) the furnishing or use of such information is required by Law (as hereinafter defined).

If the Transactions are not consummated, each party will return or destroy as much of such written information as the other party may reasonably request. Whether or not the Closing takes place, Seller waives any cause of action, right or claim arising out of the access of Buyer or its representatives to any trade secrets or other confidential information of the Seller except for the intentional competitive misuse by Buyer of such trade secrets or confidential information.

Seller hereby represents and warrants to Buyer as follows:

4.1       Organization and Good Standing . Each of Sellers is a corporation duly organized, validly existing and in good standing under the laws of the State of Kansas and has full power and authority to own the Assets as they are now owned and to carry on its business as its business is now being conducted.

4.2       Authorization . Seller has full power and authority to enter into this Agreement, perform its obligations hereunder and carry out the Transactions. Seller has taken all action required by law, its charter or bylaws and otherwise to authorize the execution and delivery by Seller hereof and the consummation by Seller of the Transactions. This Agreement constitutes, and each of the other agreements to be executed by Seller in connection with the Transactions upon execution and delivery of such agreements will constitute, legal, valid and binding agreements and obligations of Seller, enforceable against Seller in accordance with their respective terms.

4.3       No Violation . The execution and delivery hereof by Seller does not, and the consummation of the Transactions will not (i) violate any provision of the charter or bylaws of Seller; (ii) violate any provision of, or result in the creation of any lien or security interest upon the Assets under, any agreement, indenture, instrument, lease, security agreement, mortgage or lien relating to the Assets to which Seller is a party or by which any of the Assets are bound; (iii) violate any order, arbitration award, judgment, writ, injunction, decree, statute, rule or regulation relating to the Assets applicable to Seller; or (iv) violate any other contractual or legal obligation or restriction relating to the Assets or to which Seller is subject. 

4.4       Assets . The Assets constitute all the assets owned, leased or used by Seller in the operation of, or related to, the Facilities. Schedule 1.1(b) hereof contains an accurate and complete description of all material Fixed Assets. None of the Land is currently the subject of any eminent domain, condemnation or similar proceeding, and, to Seller’s knowledge, no such proceeding is threatened. Seller is now in possession of the Land, there is no adverse claim against the Land and there are no pending or, to Seller’s knowledge, threatened proceedings which might interfere with Buyer’s quiet enjoyment of the Land. All of the Assets (other than intangible assets) are in good operating condition and repair.

4.5       Title to Properties; Encumbrances . Seller has good, valid and marketable title to the Assets, and none of the Assets is subject to any mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge of any kind, except (i) liens that are to be satisfied at or prior to the Closing; (ii) liens for current taxes not yet due; (iii) rights of residents of the Facilities under the Residency Agreements described on Schedule 1.1(c) ; (iv) the provisions of all applicable zoning laws; and (v) the matters set forth on the Title Commitment that is referred to in Section 6.5 hereof and that Buyer approves pursuant to the procedures set forth in such Section 6.5 (collectively, the “Permitted Exceptions”).

4.6       Trademarks, Etc . With respect to the conduct of the business of Seller conducted at the Facilities, Seller does not own or use any trademarks, tradenames, copyrights or service marks, and with respect thereto, Seller has not received any notice or claim of conflict with the asserted rights of others. Seller is not required to pay any royalty, license fee or similar type of compensation in connection with the conduct of the business of Seller.

4.7       Compliance with Applicable Law . With respect to the operation of the Facilities and the ownership of the Assets, Seller has in the past duly complied and is presently duly complying in all material respects with all applicable laws, ordinances, procedures, judgments and decrees of all governmental authorities (federal, state, local or otherwise), including without limitation all Healthcare Laws (as hereinafter defined). Seller has not received any notice of, or notice of any investigation of, and Seller is not aware of, any possible material violation of any applicable laws, whether statutory or otherwise, rules, regulations, orders, ordinances, procedures, judgments and decrees of all governmental authorities (federal, state, local or otherwise) (collectively, “Laws”), including without limitation any Healthcare Laws, relating to or affecting the operation of the Facilities or the Assets. As used herein, “Healthcare Laws” means the following laws, regulations, rules or directives relating to the regulation of the health care industry or to payment for services rendered by healthcare providers: (i) the federal Medicare statutes (which include, but are not limited to, 42 U.S.C. §§ 1320, 1320a-7s, 1320a-7b, 1395nn, 42 U.S.C. § 1395u), the Federal False Claims Act (31 U.S.C. § 3729-33), and, with respect to each of the above, any ordinance, rule, regulation or order; (ii) any prohibition on the making of any false claim, false statement or misrepresentation of material facts to any third party payor (including commercial payors) or any governmental agency that administers a federal or state health care program (including, but not limited to Medicare); and (iii) the licensure, certification or registration requirements related to health care facilities, services or equipment.

4.8       Litigation . Except as set forth on Schedule 4.8 , there are no suits, actions or proceedings pending or, to the knowledge of Seller, threatened against, affecting or involving the Assets, the Facilities or Seller or that would affect Seller’s ability to perform its obligations hereunder.

4.9       Employees and Fringe Benefit Plans .

(a)       Schedule 4.9 hereof sets forth the names, ages, duties and titles of all Employees, together with all the hourly wages, salaries, bonuses, compensation, benefits, severance pay, unemployment taxes, withholding taxes, FICA payments and vested or accrued vacation, holiday and sick pay, for all Employees. Except as specifically set forth on Schedule 4.9 hereof, Seller has not received written notification, and has no reason to believe, that any Employee presently plans to terminate his or her employment, whether because of the Transactions or otherwise. Except as specifically set forth on Schedule 4.9 hereof, all Employees are terminable at will.

(b)       Schedule 4.9 hereof contains a summary of the terms of each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice and each other agreement or fringe benefit plan, arrangement or practice, affecting the Employees in any way. Copies of each such agreement or plan have heretofore been delivered to Buyer by Seller. Seller does not have any commitment, whether formal or informal, and Buyer will not have any obligation following the Closing arising out of any agreement or action of Seller or any plan in effect prior to Closing, to: (i) create any additional such agreement, plan, arrangement or practice; (ii) modify or change any such agreement, plan, arrangement or practice; or (iii) maintain for any period of time any such agreement, plan, arrangement or practice, except as accurately and completely described in Schedule 4.9 hereof. Schedule 4.9 hereof contains an accurate and complete description of the funding policies (and commitments, if any) of Seller with respect to each such existing plan, arrangement or practice.

(c)      Except as specifically set forth on Schedule 4.9 , Seller has no employee benefit plans.

(d)      With respect to the operation of the Facilities, Seller has complied in all material respects with all applicable federal, state and local Laws relating to employment and/or employment relationships, including, without limitation, wage-related Laws, anti-discrimination Laws, workers compensation, and employee safety Laws.

(e)       Schedule 4.9 hereof contains an accurate and complete description of Seller’s workers compensation experience since the Facilities were first opened for business.

4.10       Environmental Matters .

(a)      Seller has not received any notice that any federal, state or local permits, licenses and authorizations required for the use and operation of the Facilities have not been obtained or are not presently in effect.

(b)      Except as specifically set forth in Schedule 4.10 hereof, the Land has not been used by Seller or, to the best of Seller’s knowledge, by any other person at any time to handle, treat, store or dispose of any hazardous or toxic waste or substance, except for the handling, treatment, storage or disposal of any such waste or substance by Seller in the ordinary course of its business and in compliance in all material respects with all applicable Laws. The Land, including all soils, ground waters and service waters located on, in, under or (to the best of Seller’s knowledge) adjacent to the Land, is not contaminated with Hazardous Materials. As used herein, the term “Hazardous Materials” means gasoline, motor oil, fuel oil, waste oil, other petroleum or petroleum-based products, asbestos, polychlorinated biphenyls (“PCBs”) and any chemical, material or substance to which exposure is prohibited, limited or regulated by any federal, state, county, local or regional authority or which, even if not so regulated, is known to pose a hazard to health and safety, including but not limited to substances and materials defined or designated as “hazardous substances,” “hazardous materials” or “toxic substances” under applicable federal, state or local Law.

(c)      There are no consent decrees or outstanding violations affecting the Land regarding environmental and land use matters, including, but not limited to, matters affecting the emission of air pollutants, the discharge of water pollutants, the management, storage, disposal, treatment or release of Hazardous Materials or noise.

(d)      Seller is not aware of and has not received any notice of any claimed, threatened or alleged violations with respect to the ownership or operation of the Land or any adjacent property under any federal, state or local environmental Law, permit, license or authorization.

(e)      Seller is not aware of and has not received any notice of any violation of any federal, state and local Laws, permits, licenses and authorizations relating to environmental compliance and control in connection with Seller’s operations on the Land.

(f)      There are no pending, nor has Seller become aware of or received any notice of any threatened, lawsuits or administrative proceedings affecting the Land with respect to environmental compliance, control or liability.

4.11       Labor Matters . There are no collective bargaining agreements in effect between Seller and labor unions or organizations representing any of the Employees. Since Seller has owned the Facilities, there has been no written request for collective bargaining or for an employee election from any Employee or union, or the National Labor Relations Board. Except to the extent set forth in Schedule 4.11 hereof, (i) Seller is in compliance in all material respects with all federal, state and local Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against Seller pending or, to Seller’s knowledge, threatened before the National Labor Relations Board or the United States Department of Labor; (iii) there is no labor strike, dispute, slowdown or stoppage relating to the Facilities in progress or, to Seller’s knowledge, threatened against or involving Seller; (iv) no question concerning representation has been raised or, to Seller’s knowledge, is threatened respecting the Employees; (v) no grievance or arbitration proceeding relating to the Facilities is pending and, to Seller’s knowledge, no claim therefor exists; and (vi) Seller has not since the Facilities opened experienced any labor strike, dispute, slowdown, stoppage or other labor difficulty relating thereto other than routine disputes with individual employees.

4.12       Contracts; No Breach . Schedule 4.12 contains a complete list of all contracts and agreements relating directly or indirectly to the construction, ownership, use, occupancy or operation of the Facilities (collectively, the “Contracts”). Seller has delivered to Buyer true and complete copies of each of the Contracts, and there have been no amendments or modifications thereto. Each Contract is in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against Seller and, to the knowledge of Seller, the other party(ies) thereto; there are no cancellations thereof threatened in writing or outstanding material disputes thereunder, and Seller has