Common use of Conditions for Purchaser's Benefit Clause in Contracts

Conditions for Purchaser's Benefit. The sale and purchase of the Transferred Assets is subject to the following terms and conditions for the exclusive benefit of the Purchaser to be fulfilled and/or performed at or prior to the Time of Closing: (a) the representations and warranties of the Vendor contained in this Agreement shall be true and correct as of the Time of Closing, and the Closing of the transaction of purchase and sale herein provided for shall not be nor be deemed to be a waiver of the covenants, representations and warranties contained in this Agreement, which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser as provided in Article V hereof; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor at or before the Time of Closing shall have been complied with or performed; (c) there shall have been obtained from all appropriate federal, state, provincial, local, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the change of ownership of the Transferred Assets contemplated hereby; (d) no action or proceeding in Canada or the United States by law or in equity shall be pending or threatened by any Person to enjoin, restrict or prohibit the purchase and sale of the Transferred Assets contemplated hereby. In case any of the foregoing terms and conditions shall not have been fulfilled or performed at or prior to the Time of Closing, the Purchaser may terminate this Agreement by notice in writing to the Vendor and in such event the Purchaser shall be released from all obligations hereunder, and, unless the Purchaser can show that the condition or conditions for the non-performance of which the Purchaser has terminated this Agreement are reasonably capable of being performed or caused to be performed by the Vendor, then the Vendor shall also be released from all obligations hereunder; however, that the Purchaser shall be entitled to waive compliance with any such terms and conditions in whole or in part if it sees fit to do so without prejudice to any of its rights of termination in the event of non-performance or non-fulfilment of any other term or condition in whole or in part.

Conditions for Purchaser's Benefit. The sale and purchase obligations of Purchaser to consummate the Transferred Assets is transaction contemplated hereby are subject to the following terms and conditions for the exclusive benefit conditions, any of the which, if not fulfilled by Closing or as otherwise provided herein, shall entitle Purchaser (at its option) to be fulfilled and/or performed at or prior terminate this Agreement by written notice to the Time of ClosingSeller: (a) The transactions contemplated under this Agreement to be effected on the representations Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction and warranties no proceeding shall have been instituted and be pending in which any creditor of Seller or any other person seeks to restrain such transactions or otherwise to attach any of the Vendor contained in Property, provided that any such proceeding or action contemplated by this Agreement shall be true and correct as of the Time of Closing, and the Closing of the transaction of purchase and sale herein provided for Paragraph 31.2(a) shall not be nor be deemed to be a waiver of the covenantsinclude any proceeding or action brought by, representations and warranties contained in this Agreement, which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser as provided in Article V hereof;through or under Purchaser. (b) all of On the termsClosing Date, covenants and conditions of this Agreement there shall be no judicial, quasi-judicial, administrative or other proceeding pending or threatened, (i) to be complied with recover title to the Property, or performed by any part thereof or any interest therein, (ii) to cancel or terminate any Tenant Lease, or (iii) to increase substantially ad valorem taxes theretofore or thereafter assessed against the Vendor at or before the Time of Closing shall have been complied with or performed;Property. (c) there On the Closing Date, neither a receiver nor a trustee nor a custodian shall have been obtained from appointed for, or shall have taken possession of, all appropriate federal, state, provincial, local, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the change of ownership substantially all of the Transferred Assets contemplated hereby;assets of Seller or any of the Property, either in a proceeding brought by Seller or in a proceeding brought against Seller. (d) no action On the Closing Date, Seller shall not have filed a petition for relief under the Federal Bankruptcy Code or proceeding in Canada any other present or the United States by future federal or state insolvency, bankruptcy or similar law or in equity shall be pending or threatened by any Person to enjoin, restrict or prohibit the purchase and sale of the Transferred Assets contemplated hereby. In case any (all of the foregoing terms and conditions hereinafter collectively called "applicable Bankruptcy Law") nor shall not an involuntary petition for relief have been fulfilled filed against Seller under any applicable Bankruptcy Law and not been dismissed, nor shall nay order for relief naming Seller have been entered under any applicable Bankruptcy Law, nor shall any composition, rearrangement, extension, reorganization or performed at other relief of debtors now or prior hereafter existing have been requested or consented to the Time of Closing, the Purchaser may terminate this Agreement by notice in writing to the Vendor and in such event the Purchaser shall be released from all obligations hereunder, and, unless the Purchaser can show that the condition or conditions for the non-performance of which the Purchaser has terminated this Agreement are reasonably capable of being performed or caused to be performed by the Vendor, then the Vendor shall also be released from all obligations hereunder; however, that the Purchaser shall be entitled to waive compliance with any such terms and conditions in whole or in part if it sees fit to do so without prejudice to any of its rights of termination in the event of non-performance or non-fulfilment of any other term or condition in whole or in partSeller.

Conditions for Purchaser's Benefit. The sale and purchase obligations of Purchaser to consummate the Transferred Assets is transaction contemplated hereby are subject to the following terms conditions, any of which, if not fulfilled by the Closing or as otherwise provided herein, shall entitle Purchaser (at its option) to terminate this Agreement and conditions for the exclusive benefit receive a full refund of the Deposit, together with the actual out of pocket expenses incurred by Purchaser to be fulfilled and/or performed at or prior to the Time of Closing:in connection with this transaction (including all legal fees): (a) The transactions contemplated under this Agreement to be effected on the representations Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction and warranties no proceeding shall have been instituted and be pending in which any creditor of Seller or any other person seeks to restrain such transactions or otherwise to attach any of the Vendor contained in Property, provided that any such proceeding or action contemplated by this Agreement shall be true and correct as of the Time of Closing, and the Closing of the transaction of purchase and sale herein provided for Section 5.1(a) shall not be nor be deemed to be a waiver of the covenantsinclude any proceeding or action brought by, representations and warranties contained in this Agreement, which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser as provided in Article V hereof;through or under Purchaser. (b) all No change shall have occurred, without Purchaser's written consent, in the state of title matters disclosed in the Title Commitment and the Survey, and no material and adverse change shall have occurred in any of the terms, covenants and conditions of this Agreement other matters inspected by Purchaser pursuant to be complied with or performed by the Vendor at or before the Time of Closing shall have been complied with or performed;Section 3.3 hereof. (c) there Seller shall have been obtained from all appropriate federal, state, provincial, local, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the change of ownership of the Transferred Assets contemplated hereby;timely complied with its obligations and covenants hereunder. (d) no action or proceeding All warranties and representations made by Seller herein shall have been and remain truthful in Canada or the United States by law or in equity shall be pending or threatened by all material respects. If any Person to enjoin, restrict or prohibit the purchase and sale one of the Transferred Assets contemplated hereby. In case any of the foregoing terms and above conditions shall is not have been fulfilled satisfied, Purchaser may, at its option, waive such condition or performed at or prior to the Time of Closing, the Purchaser may terminate this Agreement by written notice thereof to Seller, in writing to which the Vendor and in such event the Purchaser Deposit, together with all interest earned thereon, shall be released from all returned to Purchaser and the parties shall have no further rights or obligations hereunder, and, unless the Purchaser can show that the condition or conditions for the non-performance of which the Purchaser has terminated this Agreement are reasonably capable of being performed or caused to be performed by the Vendor, then the Vendor shall also be released from all obligations hereunder; however, that the Purchaser shall be entitled to waive compliance with any such terms and conditions in whole or in part if it sees fit to do so without prejudice to any of its rights of termination in the event of non-performance or non-fulfilment of any other term or condition in whole or in part.

Conditions for Purchaser's Benefit. The sale and purchase This Agreement shall be conditional upon each of the Transferred Assets is subject to the following terms and conditions for the exclusive benefit of being satisfied or waived by the Purchaser to be fulfilled and/or performed at on or prior to before the Time of Closingrespective dates noted below: (a) On or before the Board Approval Date, the Board of Directors of the Purchaser shall have approved the terms and conditions of this Agreement. (b) On or before the Due Diligence Condition Date, the Purchaser shall have satisfied itself with respect to each of the following [NTD: To be negotiated based on site specific considerations]: (i) all planning and development matters, including, without, limitation, that the Property may be lawfully used for the following purposes: (A) an acute care hospital; and (B) [NTD: To be determined], (collectively, the “Intended Uses”); (ii) the Property contains at least thirty-five (35) contiguous developable acres; (iii) that the soil conditions of the Property are acceptable for the Intended Uses. Without limiting the foregoing, the Property must be free of subsoil conditions (including below ground structures and groundwater) that might prevent ordinary construction of the Purchaser’s proposed building(s) (including anything that would make construction more difficult or expensive or could result in undue delay); (iv) that no part of the Property contains any Hazardous Substance to an extent that would make the Property unsuitable for the Intended Uses, as determined by the Purchaser in its sole and absolute discretion; (v) that the Property has not been used and is not now a repository for the disposal of waste and does not contain an underground storage tank; (vi) that the Property complies with all laws relating to the environment, health or safety, and that the development and use of the Property for the Intended Uses will comply with every such law; (vii) the Permitted Encumbrances; (viii) that there are no outstanding claims in respect of the Property, including without limitation any request, notice, directive, threat, proceeding or litigation; (ix) that the requirements of the municipality or any other Governmental Authority having jurisdiction with respect to storm water management for the Property to permit the Purchaser to carry on the Intended Uses will be met off-site, without cost to the Purchaser; (x) that the Property has been fully serviced or shall be fully serviceable within the next five (5) to seven (7) years, at the Vendor’s expense, in capacities sufficient, in the opinion of the Purchaser, for the purposes of development of the Property for the Intended Uses, such services to include, without limitation, sanitary sewers, storm sewers, water mains, telecommunication services for telephone, cable and internet (including fiber-optic communication systems), electricity and natural gas, all to be available at the perimeters of the Property at locations designated by the Purchaser (provided that the Purchaser provides the Vendor with specifications as to the locations of such servicing connections within a reasonable time following the Vendor’s written request therefor) and available for internal connection, without cost to the Purchaser other than usual hook-up charges, and to be fully operational and functional after hook-up by Purchaser and that the storm sewers and sanitary sewers are deep enough for the Property to drain by gravity, without requirement of a pump; [NTD: to be confirmed based on site considerations.] (xi) that all levies, imposts, local improvement charges, development charges and other payments required to be made in connection with the development of the Property (other than the usual building permit issuance fee and any development charges imposed on the Purchaser in respect thereof) have been paid by the Vendor; (xii) that the Property fronts on a public road, that the road is fully paved, and that there is full, open and uninterrupted legal public access to and from the Property for ingress and egress by pedestrians and vehicles; (xiii) that the Property is free of archaeological remains that may prevent construction of the Purchaser’s proposed building or buildings or that may make construction more difficult or expensive or result in undue delay; (xiv) that the Property is a vacant site, free of above-ground structures, stockpiled material and debris, is graded in accordance with engineering drawings approved by the municipality and in accordance with the requirements of the Purchaser, has engineered fill to standards approved by the Purchaser, and is clear of all trees; (xv) that the requirements of any conservation authority with jurisdiction over the Property, or any other Governmental Authority having jurisdiction with respect to conservation or environmental matters respecting the Property, to permit the Purchaser to develop the Property and to carry on the Intended Uses can be met at a cost determined by the Purchaser in its sole discretion to be reasonable; (xvi) that all municipal and other governmental approvals required by it for development of the Property for the Intended Uses will be available on terms and conditions satisfactory to it, and that the costs associated with development of the Property are acceptable to the Purchaser, in its sole and absolute discretion; (xvii) that the Purchaser’s proposed development on the Property is economically feasible, as determined by the Purchaser in its sole and absolute discretion; and (xviii) such other matters of interest to the Purchaser as the Purchaser may determine, in its sole and absolute discretion. (c) on Closing, the Vendor shall have delivered good and marketable title to the Property in fee simple free and clear of all encumbrances, save and except for Permitted Encumbrances; (d) on or before Closing, receipt of executed copies of the Vendor’s closing documents provided for under Section 8.4 of this Agreement; (e) on Closing, all of the representations and warranties of the Vendor contained set out in this Agreement Section 6.1 shall be true and correct accurate in all material respects and there shall have been no material changes as of the Time Closing to any of Closing, and the Closing of the transaction of purchase and sale herein provided for shall not be nor be deemed to be a waiver of the covenants, such representations and warranties contained in this Agreement, which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser as provided in Article V hereofwarranties; (bf) on Closing, the Vendor shall have addressed any objections made by the Purchaser to title, as set out in Section 7.2; and (g) on Closing, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor at shall have been duly performed in all material respects. The conditions set forth in this Section 5.1 are solely for the benefit of the Purchaser and may only be satisfied or waived in whole or in part by the Purchaser, in the Purchaser’s sole, subjective and absolute discretion, by Notice to the Vendor on or before the Time Due Diligence Condition Date. If the foregoing conditions have not been satisfied and/or waived by the Purchaser in their entirety on or before the date set out in the applicable subsection above, then this Agreement shall be null and void and of Closing no further force or effect and the Second Deposit shall have been complied be returned to the Purchaser in accordance with or performed; (c) there Section 4.2 and the First Deposit shall have been obtained from all appropriate federal, state, provincial, local, municipal or other governmental or administrative bodies such approvals or consents as are required to permit be dealt with in accordance with the change of ownership terms of the Transferred Assets contemplated hereby; (d) no action or proceeding in Canada or the United States by law or in equity Option Agreement. In such event, this Agreement shall be pending or threatened by any Person to enjointerminate automatically at such time and, restrict or prohibit the purchase and sale upon such termination, each of the Transferred Assets contemplated hereby. In case any of the foregoing terms Purchaser and conditions shall not have been fulfilled or performed at or prior to the Time of Closing, the Purchaser may terminate this Agreement by notice in writing to the Vendor and in such event the Purchaser shall be released from all covenants and obligations hereunder, and, unless the Purchaser can show that the condition or conditions for the non-performance of which the Purchaser has terminated under this Agreement (except for those covenants and obligations which are reasonably capable deemed to survive the termination of being performed or caused to be performed by the Vendor, then the Vendor shall also be released from all obligations hereunder; however, that the Purchaser shall be entitled to waive compliance with any such terms and conditions in whole or in part if it sees fit to do so without prejudice to any of its rights of termination in the event of non-performance or non-fulfilment of any other term or condition in whole or in partthis Agreement).

Conditions for Purchaser's Benefit. The sale and purchase of Purchaser’s obligation to close the Transferred Assets is transaction provided for in this Agreement shall be subject to the following terms and conditions for the exclusive benefit of the Purchaser precedent to be fulfilled and/or performed at or prior to the Time of Closing: a. Purchaser shall have until thirty (a30) days following the Effective Date at 5 p.m. (ET) (the “Inspection Period”) to examine all of the due diligence deliveries and to decide whether they are satisfactory to Purchaser and to make such physical, zoning, land use, environmental and other examinations, inspections and investigations of the Property or the use or operation thereof which Purchaser, in Purchaser’s sole discretion, may determine to make. The Inspection Period shall automatically end at the earlier of (i) the date when Purchaser gives a Go Forward Notice, and (ii) thirty (30) days following the Effective Date. If at the expiration of the Inspection Period Purchaser determines that it elects to proceed to Closing, Purchaser shall deliver written notice thereof to Seller on or before the expiration of the Inspection Period (the “Go Forward Notice”). In the event Purchaser is not satisfied with any of the forgoing, for any reason or for no reason, in Purchaser’s sole and absolute discretion, Purchaser will not provide a Go Forward Notice. If Purchaser fails to timely deliver to Seller the Go Forward Notice, this Agreement shall be deemed terminated without further notice, instruction or delay and the ▇▇▇▇▇▇▇ Money shall be promptly refunded to Purchaser. b. At all times during the term of this Agreement and as of Closing, all of the representations and warranties of the Vendor by Seller contained in this Agreement shall be true and correct as correct. c. Seller shall have timely complied with its obligations hereunder in all material respects. d. At the Closing, Purchaser shall receive from the Title Company an ALTA Owner’s Policy of Title Insurance, without extended coverage, in accordance with the final approved Title Commitment, insuring Purchaser’s fee simple title to the Realty in the full amount of the Time of Purchase Price, at Seller’s expense. Other endorsements agreed to by the Title Company and Purchaser during the Inspection Period, including but not limited to (i) Endorsement 9.2-06, and a (ii) Survey Endorsement may be purchased at Purchaser’s expense. e. During the Inspection Period, Purchaser shall have the right to enter into discussions with Clear Channel Outdoor, Inc. regarding a lease that would replace the Billboard Lease upon Closing, and the Closing of the transaction of purchase and sale herein provided for shall not be nor be deemed to be a waiver of the covenants, representations and warranties contained in this Agreement, which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser as provided in Article V hereof; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor at or before the Time of Closing shall have been complied with or performed; (c) there shall have been obtained from all appropriate federal, state, provincial, local, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the change of ownership of the Transferred Assets contemplated hereby; (d) no action or proceeding in Canada or the United States by law or in equity lease shall be pending or threatened by any Person acceptable to enjoinPurchaser in its reasonable discretion (a “Replacement Billboard Lease”). Seller shall use commercially reasonable efforts to make Clear Channel Outdoor, restrict or prohibit Inc. available to Purchaser for discussions regarding the purchase and sale of the Transferred Assets contemplated herebyReplacement Billboard Lease. In case the event any of the foregoing terms conditions precedent are not fulfilled as of Closing (or earlier date if specified otherwise), then Purchaser shall have the option of either: (i) waiving the condition and conditions shall not have been fulfilled Closing “as is,” without reduction in the Purchase Price or performed at claim against Seller therefor, or prior to the Time of Closing, the Purchaser may terminate (ii) canceling this Agreement by written notice to Seller given by Closing (or earlier date if specified otherwise), in writing to the Vendor and in such which event the Purchaser Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Purchaser, whereupon both parties shall be released from all further obligations hereunderunder this Agreement, and, unless the Purchaser can show that the condition or conditions for the non-performance of except those obligations which the Purchaser has terminated this Agreement are reasonably capable of being performed or caused to be performed by the Vendor, then the Vendor shall also be released from all obligations hereunder; however, that the Purchaser shall be entitled to waive compliance with any such terms and conditions in whole or in part if it sees fit to do so without prejudice to any of its rights of termination in the event of non-performance or non-fulfilment of any other term or condition in whole or in partexpressly survive Closing.