FILED: BRONX COUNTY CLERK 06/25/2018 02:27 PM
`NYSCEF DOC. NO. 20
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`INDEX NO. 24309/2018E
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`RECEIVED NYSCEF: 06/25/2018
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`At a Ex-Parte Motion Term of the Supreme
`Court of the State of New York, County of
`Bronx, held at the Supreme Court House
`located at 851 Grand Concourse, Bronx, New
`York, on the /9 day of April; 2018.
`
`PRESENT:
`
`HON. (cid:9)
`
`-Alison Y. Tuitt, J.S.C. (cid:9)
`
`J.S.C.
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`In the Matter of the Application of
`Momingside at Home, Inc., for
`Approval of the Sale of All or Substantially
`All of its Assets pursuant to Sections
`510 and 511 of the Not-For-Profit
`Corporation Law
`
`ORDER
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`Index No. .2--Li3C
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`Morningside at Home, Inc. ("Petitioner), by its attorneys, Garfunkel Wild, P.C., having
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`moved this Court for an order pursuant to Sections 510 and 511 of the Not-for-Profit Corporation
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`Law of the State of New York (the "NPCL"), granting leave to sell all or substantially all of the
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`its assets and for such other relief as this Court may deem just and proper as described in the
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`Petition duly verified by William T. Smith, Ph.D., President and Chief Executive Officer, on the
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`5th day of April, 2018, and said application having regularly come on to be heard; -
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`NOW, upon the reading and filing of the Petition, verified on April 5, 2018 and the
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`Exhibits thereto, the Attorney General having waived statutory notice and having no objection to
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`the granting of this Order, there being no other opposition thereto, and after due deliberation
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`having been held thereon, and it appearing to the satisfaction of the Court that the consideration
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`and the terms of the transaction are fair and reasonable to the Petitioner and that the purposes of
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`the Petitioner will be promoted thereby;
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`USActive 37519740.2
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`FILED: BRONX COUNTY CLERK 06/25/2018 02:27 PM
`NYSCEF DOC. NO. 20
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`INDEX NO. 24309/2018E
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`RECEIVED NYSCEF: 06/25/2018
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`NOW, upon the motion of Garfunkel Wild, P.C., attorneys for the Petitioner, it is
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`ORDERED, that the Petitioner be and hereby is authorized to sell all or substantially all
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`of the Petitioner's rights, title and interest in its assets owned, used or held primarily in the
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`conduct of the operation of the licensed home care services agency ("LHCSA") and the assisted
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`living program business ("ALP") (collectively, the "Petitioner Business Assets") to Momingside
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`Acquisition HI, LLC, a New York limited liability company ("MAIII") for a purchase price of
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`Thirty-Six Million Five Hundred Thousand Dollars ($36,500,000) as per the APA (defined in the
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`Petition), such aggregate amount also representing consideration for the sale by Petitioner's
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`affiliate, Morningside House Nursing Home Company, Inc. ("MELT") of the assets used by MSH
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`in the operation of its 314 bed skilled nursing and residential health care facility (the "SNF") and
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`the parcel of land located at 1000 Pelham Parkway South in Bronx, New York 10461, Block
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`4329, Lot 1 and the parcel of land located at 1050 Pelham Parkway South in Bronx, New York
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`10461, Block 4330, Lot 1 (together, the "Land", and together with the SNF, the "MSH Assets"),
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`and such consideration having been previously received by Petitioner and MSH at the First
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`Closing (as defined in the Petition) in accordance with an Order approving the sale of the MSH
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`Assets issued by Bronx Supreme Court Justice Fernando Tapia on July 10, 2014 (the "2014
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`Order");
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`AND IT IS FURTHER ORDERED, that the net proceeds of the sale of the Petitioner
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`Business Assets and the MSH Assets, after the payment of all remaining liabilities of the
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`Petitioner, having been previously paid over to Aging in America, Inc. ("AIA"), the sole member
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`of each of Petitioner and MEN, in accordance with the 2014 Order, be used to further the
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`charitable purposes of ALA as set forth in its Certificate of Incorporation and amendments
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`FILED: BRONX COUNTY CLERK 06/25/2018 02:27 PM
`NYSCEF DOC. NO. 20
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`INDEX NO. 24309/2018E
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`RECEIVED NYSCEF: 06/25/2018
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`thereto, including, among other things, to provide leadership in the field of gerontology, operate
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`a home care services agency, a shelter for adults, and adult care facilities, and perform
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`fundraising for other not-for-profit health care entities in the AIA health care system and
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`unrelated organizations;
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`AND IT IS FURTHER ORDERED, that Petitioners shall (i) provide the Attorney
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`General with a copy of this Order within ten days from the date hereof; and (ii) notify the
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`Attorney General in writing upon closing or termination of the sale; and (iii) notify the Attorney
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`General if the closing does not occur within ninety (90) days of the date of this Order.
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`Enter,
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`2C-C771—
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`rAlison Y. Tuitt, J.S.C.
`
`THE ATTORNEY GENERAL HEREBY APPEARS HEREIN.
`HAS NO OBJECTION TO THE GRANTING OF
`JUDICIAL APPROVAL HEREON. ACKNOWLEDGES
`RECEIPT OF STATUTORY NOTICE. AND DEMANDS
`SE HVICE OF ALL PAPERS SUBMITTED HEREIN
`INCLUDING ALL ORDERS. JUDGMENTS AND
`ENDORSEMENTS OF THE COURT. SAID NO OBJECTION
`IS CONDITIONED ON SUBMISSION OF THE MATTER
`T (cid:9)
`COU3.,, THIN 30 DAYS HEREAFTER.
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`ASS TANT ATTOR
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