Common use of Conditions Precedent of Purchaser Clause in Contracts

Conditions Precedent of Purchaser. The obligation of the Purchaser to complete the purchase of the Shares contemplated by this Agreement is subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent: (a) The representations and warranties of the Vendor and the Company set forth in Article 4 of this Agreement shall be true and correct as of the Closing as if such representations and warranties were made at and as of such time, and the Purchaser shall have received a certificate to that effect from the Vendor; (b) the Vendor and the Company shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing; (c) the Vendor and the Company shall have made available to the Purchaser or its nominees, at all reasonable times prior to the Closing Date, the minute book of the Company and all other material contracts, books, accounts, records and other information with respect to the affairs of the Company; (d) from the date hereof through the Closing Date; i) there has been no material adverse change in the business, prospects, financial condition, results of operations or the assets of the Company; ii) the Company shall not have suffered any liability, judgement, lien or termination of any contract or the imposition of any obligation, the effect of which shall be materially adverse to the Company; iii) there shall have been no other material adverse change of any kind with respect to the Company other than in the ordinary course of its business consistent with past practices or as permitted or contemplated by this Agreement; (e) the Company shall deliver the written resignations of the directors and officers of the Company and the Company and the Vendor shall deliver certified resolutions of the shareholders of the Company appointing such persons to the board of directors of the Company as the Purchaser may direct; (f) the Company shall deliver to the Purchaser certified copies of resolutions changing the existing bank signing officers to nominees of the Purchaser.

Conditions Precedent of Purchaser. The obligation of the Purchaser shall not be obligated to complete the purchase of the Shares contemplated by perform under this Agreement is subject to the fulfillmentAgreement, at or prior to Closing, of each unless all of the following conditions precedent: precedent are satisfied (aor waived in writing by Purchaser) The representations and warranties of the Vendor and the Company set forth in Article 4 of this Agreement shall be are otherwise true and correct as of the Closing as if such Date: (a) All of the respective representations and warranties were made at of each of the Owner and as of such timeOperator, respectively, are true and the Purchaser shall have received a certificate to that effect from the Vendor;correct in all material respects. (b) the Vendor The Owner and the Company shall Operator, respectively, have performed and complied with all of their respective covenants, agreements, covenants and conditions required by obligations under this Agreement to be performed or complied with by them prior to or at the Closing;in all material respects and each is otherwise not in default. (c) the Vendor The Owner and the Company shall Operator, as applicable, each have made available to the Purchaser or its nomineesdelivered (i) Required Estoppels, at all reasonable times prior to the Closing Dateif any, the minute book of the Company in compliance with Section 6.02(e); and all other material contracts(ii) title estoppels, booksif any, accounts, records and other information with respect to the affairs of the Company;required by Section 6.02(i). (d) from the date hereof through the Closing Date; i) there There has been no material adverse change in the businessmatters reflected in the Title Commitment, prospectsthe Survey, financial condition, results of operations the operating statements pertaining to the Property or the assets LTCH, the operating financial condition or future prospects of the Company; ii) Operator respecting the Company shall not have suffered any liabilityLTCH and the MOB, judgement, lien or termination of any contract or the imposition other item delivered to, or reviewed by, Purchaser hereunder since the date of any obligationdelivery, the effect approval or review, as applicable, of which shall be materially adverse such items, except to the Company; iii) there shall have been no other material adverse change of any kind with respect to the Company other than reflect those items approved or otherwise created in the ordinary course of its business consistent with past practices or as permitted or contemplated writing by this Agreement;Purchaser. (e) the Company shall deliver the written resignations Within thirty (30) days of the directors Effective Date, Seller and officers Purchaser shall agree to the form of both the Company Facility Lease and the Company Lease Guaranties (as defined below) relating to Operator’s obligations under the Facility Lease. The Facility Lease and the Vendor shall deliver certified resolutions of the shareholders of the Company appointing such persons respective Lease Guarantees will be fully executed and effective upon Closing. Pursuant to the board Facility Lease, the Tenant on or before Closing, shall irrevocably lease the Property on a non-cancellable, non-terminable basis in accordance with the terms and provisions set forth in the Facility Lease, a summary of directors which is set forth in this subsection (e) of the Company as the Purchaser may direct; (f) the Company shall deliver to the Purchaser certified copies of resolutions changing the existing bank signing officers to nominees of the Purchaserthis Agreement.