Common use of Conditions Precedent and Closing Clause in Contracts

Conditions Precedent and Closing. 5.01 The following shall be additional conditions precedent to Purchaser's obligation to perform under this Agreement: (i) At or prior to the Closing Date, Purchaser shall have received from the State of Florida Agency for Health Care Administration (the "Agency") approval of the assignment of the Assisted Living Facility License by Seller to Purchaser or the issuance of a new license by the Agency to Purchaser for the operation of the Property as an Assisted Living Facility under Chapter 400, Part III, Florida Statutes; (ii) At or prior to the Closing Date, Purchaser shall have received from each of HUD and the Mortgagee a consent to the assumption of the Loan by Purchaser which consent shall not impose upon Purchaser any additional or further terms or conditions not presently set forth in the Loan Documents and which shall not impose any fees or expenses other than the standard processing fee of $1.50 per $1,000 of the original mortgage amount and reasonable attorney's fees incurred by HUD and/or the Mortgagee in connection with processing the application for transfer; (iii) Intentionally Omitted; (iv) At the Closing, the Title Insurer shall be ready, willing and able to issue the owner's policy of the title insurance described in Section 10.02 hereof; (v) Purchaser's receipt at Closing of the Mortgagee Estoppel Certificate required pursuant to Section 6.01(viii) hereof; (vi) There shall be no existing Seller's Defaults not previously waived in writing by Purchaser; and (vii) All of Seller's representations and warranties contained herein and in any other written documents delivered by or on behalf of Seller pursuant to the terms of this Agreement are true and correct in all material respects when made and being true and correct as of the Closing Date. Purchaser shall diligently pursue and Seller shall use all commercially reasonable efforts in cooperating with Purchaser in order to fulfill the conditions precedent set forth in clauses (i), (ii) and (v) above by completing such requests and applications necessary to obtain such approvals and consents and the Mortgagee Estoppel Certificate. If the conditions precedent set forth in clauses (i), (ii) and (v) above are not timely satisfied the Closing Date may be extended, at Purchaser's option, by written notice to Seller, a reasonable period of time but not to exceed an additional thirty (30) days, if required to allow the foregoing conditions to be satisfied to Purchaser's satisfaction, subject to Purchaser's further rights to terminate this Agreement upon the expiration of the period of any such extension if all such conditions have not then been satisfied. If any of the foregoing conditions are not satisfied on or before the date specified, Purchaser shall give written notice to Seller, on or before the date specified, of its election to terminate this Agreement. If Purchaser fails to give notice on or before the date specified, then the conditions hereunder shall be deemed satisfied or waived and this Agreement shall continue in full force and effect and the Closing shall take place on the then scheduled Closing Date. If Purchaser elects to terminate this Agreement as provided in this Section 5.01 then this Agreement shall automatically terminate without further liability of either party, except as otherwise provided in Article 13 or Section 18.14 hereof. Upon terminating under this Section 5.01, Purchaser shall be entitled to immediate refund of the ▇▇▇▇▇▇▇ Money and each party shall bear its own expenses incurred in connection with this Agreement. 5.02 The obligations of Seller to perform under this Agreement are subject to and conditioned upon the absence of any existing Purchaser's Defaults not previously waived in writing by Seller. Seller may, at Seller's sole option, elect to waive this condition precedent to performance of its obligations hereunder by giving written notice to Purchaser of such election at any time on or before the Closing Date. If Seller elects to waive any such conditions precedent, this Agreement shall continue in full force and effect. 5.03 The Closing shall occur on the Closing Date at the offices of the Title Insurer in West Palm Beach, Florida.

Conditions Precedent and Closing. 5.01 (A) The following transfer and assignment of the Farm-In Interest shall be additional subject to the fulfillment of the following conditions precedent to Purchaser's obligation to perform under this Agreement:Closing (each a “Condition Precedent” and together the “Conditions Precedent”): (i) At or prior a notice to the Closing Date, Purchaser shall have received Government from the State of Florida Agency for Health Care Administration (Farmor in a form acceptable to Farmee, acting reasonably, requesting the "Agency") approval of Arrete in Section 3.1(A)(ii). Such notice shall clearly indicate Farmor’s intent to resign as Operator under the assignment of the Assisted Living Facility License by Seller JOA and transfer Operatorship to Purchaser or the issuance of a new license by the Agency to Purchaser for the operation of the Property Farmee as an Assisted Living Facility under Chapter 400, Part III, Florida Statutessoon as practicable following Closing; (ii) At or prior the receipt of an Arrêté signed by the Minister of Mines and Geology, representing the necessary approvals and consents of the Government pursuant to the Closing Date, Purchaser shall have received from each of HUD PSC and the Mortgagee a consent Laws/Regulations to the assumption transfer and assignment of the Loan by Purchaser which consent shall not impose upon Purchaser any additional or further terms or conditions not presently set forth Farm-In Interest to the Farmee and to the appointment of Farmee as a qualified Contractor as defined in the Loan Documents and which shall not impose any fees or expenses other than the standard processing fee of $1.50 per $1,000 of the original mortgage amount and reasonable attorney's fees incurred by HUD and/or the Mortgagee in connection with processing the application for transferPetroleum Code; (iii) Intentionally Omitteda notice sent to the parties to the JOA by the Farmor that effective as of Closing it is officially and irrevocably providing notice pursuant to Section 4.9 of the JOA of its resignation as Operator and calling an Operating Committee meeting as soon as practical to appoint a successor Operator and that it shall vote its interest at such Operating Committee meeting to appoint Farmee as Operator; (iv) At the Closing, execution by ▇▇▇▇ of an amendment and novation to the Title Insurer shall be ready, willing and able to issue JOA in the owner's policy of the title insurance described form set out in Section 10.02 hereofExhibit E; (v) Purchaser's the waiver of any pre-emptive rights, tag along rights or other third party participation rights of a similar nature and the receipt at Closing of all required consents under the Mortgagee Estoppel Certificate required pursuant to Section 6.01(viii) hereof;JOA or any other agreements in connection with the Farm-In Interest; and (vi) There shall be no existing Seller's Defaults not previously waived in writing by Purchaser; and (vii) All of Seller's representations and warranties contained herein and in any other written documents delivered by or on behalf of Seller pursuant the Farmee having completed, to the terms of this Agreement are true and correct in all material respects when made and being true and correct as its reasonable satisfaction, a good faith due diligence review of the Closing Date. Purchaser shall diligently pursue Farmor and Seller shall use all commercially reasonable efforts in cooperating with Purchaser the PSC in order to fulfill ensure that the conditions precedent set forth in clauses (i), (ii) and (v) above by completing such requests and applications necessary to obtain such approvals and consents Farmor and the Mortgagee Estoppel Certificate. If PSC comply with the conditions precedent set forth in clauses (i), (ii) and (v) above are not timely satisfied the Closing Date may be extended, at Purchaser's option, by written notice to Seller, a reasonable period of time but not to exceed an additional thirty (30) days, if required to allow the foregoing conditions to be satisfied to Purchaser's satisfaction, subject to Purchaser's further rights to terminate this Agreement upon the expiration requirements of the period of any such extension if Farmee’s compliance and anti-corruption policies (the “Additional Due Diligence”). Farmor and its Affiliates agree to provide Farmee with all such conditions have not then been satisfied. If any reasonable assistance in the conduct of the foregoing conditions are not satisfied on or before Additional Due Diligence, including providing Farmee with all information reasonable requested by Farmee. . (B) The Farmor shall notify the date specifiedFarmee as soon as reasonably practicable upon satisfaction of each Condition Precedent, Purchaser shall give written notice to Seller, on or before the date specified, of its election to terminate this Agreement. If Purchaser fails to give notice on or before the date specified, then the conditions hereunder shall be deemed satisfied or waived and this Agreement shall continue in full force and effect and the Closing shall take place on the then scheduled Closing Date. If Purchaser elects to terminate this Agreement as provided in this Section 5.01 then this Agreement shall automatically terminate without further liability of either party, except as otherwise provided in Article 13 or Section 18.14 hereof. Upon terminating under this Section 5.01, Purchaser shall be entitled to immediate refund respect of the ▇▇▇▇▇▇▇ Money and each party Condition Precedent in Section 3.1(A)(i) shall bear its own expenses incurred in connection provide the Farmee with this Agreement. 5.02 The obligations of Seller to perform under this Agreement are subject to and conditioned upon the absence of any existing Purchaser's Defaults not previously waived in writing by Seller. Seller may, at Seller's sole option, elect to waive this condition precedent to performance of its obligations hereunder by giving written notice to Purchaser of such election at any time on or before the Closing Date. If Seller elects to waive any such conditions precedent, this Agreement shall continue in full force and effect. 5.03 The Closing shall occur on the Closing Date at the offices a copy of the Title Insurer in West Palm Beach, FloridaArrêté received from the Government approving the transfer and assignment promptly following the Approval Date.

Conditions Precedent and Closing. 5.01 The following shall be additional conditions precedent to Purchaser's obligation to perform under this Agreement: (i) At On or prior to the Closing Datebefore December 15, 1997, Purchaser shall have received from the State Department (a) all licenses, or (b) the approval of Florida Agency for Health Care Administration the transfer of all of Seller's licenses, necessary to operate the facility as an assisted living facility (the "AgencyRegulatory Licenses") approval of the assignment of the Assisted Living Facility License by Seller to Purchaser or the issuance of a new license by the Agency to Purchaser for the operation of the Property as an Assisted Living Facility under Chapter 400, Part III, Florida Statutes); (ii) At or prior Prior to the Closing Dateexpiration of the Feasibility Period, (a) Seller shall have filed a resale form and paid all applicable fees to the ▇▇▇▇▇▇▇▇ Township Zoning Administrative Officer (the "Zoning Officer") together with a copy of the approved site plan and verification that the site plan has been delivered to Purchaser and (b) Purchaser shall have received from each of HUD and the Mortgagee a consent to the assumption of the Loan by Purchaser which consent shall not impose upon Purchaser any additional or further terms or conditions not presently set forth in the Loan Documents and which shall not impose any fees or expenses other than the standard processing fee of $1.50 per $1,000 of the original mortgage amount and reasonable attorney's fees incurred by HUD and/or the Mortgagee in connection with processing the file an application for transferzoning permit #2 with the Zoning Officer together with the applicable $25.00 fee, and (c) the Zoning Officer shall have issued a certificate of conformance for the Property without exception or exclusion; (iii) Intentionally Omitted; (iv) At the Closing, the Title Insurer shall be ready, willing and able to issue the owner's policy of the title insurance described in Section 10.02 hereof; (viv) Purchaser's receipt at Closing of the Mortgagee Estoppel Certificate required pursuant to Section 6.01(viii) hereof; (vi) There At Closing, there shall be no existing Seller's Defaults not previously waived in writing by Purchaser; and (viiv) All of Seller's representations and warranties contained herein and in any other written documents delivered by or on behalf of Seller pursuant to the terms of this Agreement are true and correct in all material respects when made and being shall be true and correct as of the Closing Date. Purchaser shall diligently pursue and Seller shall use all commercially reasonable efforts in cooperating with Purchaser in order to fulfill the conditions precedent set forth in clauses (i), (ii) and (v) above by completing such requests and applications necessary to obtain such approvals and consents and the Mortgagee Estoppel Certificate. If the conditions precedent set forth in clauses (i), (ii) and (v) above are not timely satisfied the Closing Date may be extendedmay, at Purchaser's sole option, elect to waive any of the foregoing conditions precedent to performance of its obligations hereunder by giving written notice to SellerSeller of such election at any time on or before the Closing Date. If Purchaser elects to waive any such conditions precedent, a reasonable period of time but not to exceed an additional thirty (30) days, if required to allow the foregoing conditions to be satisfied to Purchaser's satisfaction, subject to Purchaser's further rights to terminate this Agreement upon the expiration of the period of any such extension if all such conditions have not then been satisfiedshall continue in full force and effect. If any of the foregoing conditions are not satisfied or waived on or before the date specified, Purchaser shall give written notice to Seller, on or before the date specified, of its election to terminate this Agreement. If Purchaser fails to give notice on or before the date specified, then the conditions hereunder shall be deemed satisfied or waived and this Agreement shall continue in full force and effect and the Closing shall take place on the then scheduled Closing Dateeffect. If Purchaser elects to terminate this Agreement as provided in this Section 5.01 then this Agreement shall automatically terminate without further liability of either party, except as otherwise provided in Article 13 or Section 18.14 hereof. Upon terminating under is terminated pursuant to this Section 5.01, Purchaser shall be entitled to the immediate refund of the ▇▇▇▇▇▇▇ Money Money, and Seller and Purchaser shall be released from their respective obligations and liabilities under this Agreement except as otherwise provided in Section 18.14 hereof, and each party shall bear its own expenses incurred in connection with this Agreement. 5.02 Purchaser shall use commercially reasonable efforts to obtain the transfer or issuance of the Regulatory Licenses and Seller shall use all commercially reasonable efforts in cooperating with Purchaser in order to fulfill the condition precedent set forth in clause (i) of Section 5.01 by completing such requests and applications necessary to obtain the Regulatory Licenses. Such cooperation shall include, at the request of Purchaser, Seller agreeing to transfer the existing Regulatory Licenses to Purchaser or causing the holder of the existing Regulatory Licenses to transfer such Regulatory Licenses to Purchaser, and promptly completing and filing with the appropriate authority, or causing the holder of the existing Regulatory Licenses to promptly complete and file with the appropriate authority, without any out-of-pocket expense to Seller, such forms, documents and other information as may be necessary to cause and effect the transfer of the existing Regulatory Licenses to Purchaser. In addition, Seller covenants and agrees to complete all alterations and improvements to the Improvements necessary for the issuance of the Regulatory Licenses on or before December 15, 1997. If such alterations and improvements are not so completed, Purchaser may, at its election, terminate this Agreement as provided in Section 5.01, or withhold from the Purchase Price a sum reasonably estimated by Purchaser to complete such alterations and improvements. Upon completion of such alterations and improvements, Purchaser shall pay any excess amounts to Seller. The Closing Date may be extended, at Purchaser's option by its written notice to Seller given at least ten (10) Business Days prior to the then scheduled Closing Date, for two (2) consecutive thirty (30) day periods in order to fulfill the condition precedent set forth in clause (i) of Section 5.01 above, subject to Purchaser's further rights to terminate this Agreement upon the expiration of the period of any such extension if all such conditions have not then been satisfied or waived. 5.03 The obligations of Seller to perform under this Agreement are subject to and conditioned upon the absence of any existing Purchaser's Defaults not previously waived in writing by Seller. Seller may, at Seller's sole option, elect to waive this condition precedent to performance of its obligations hereunder by giving written notice to Purchaser of such election at any time on or before the Closing Date. If Seller elects to waive any such conditions precedent, this Agreement shall continue in full force and effect. 5.03 5.04 The Closing shall occur on the Closing Date at the offices of the Title Insurer in West Palm BeachChicago, FloridaIllinois, or at any other mutually agreeable location.