Common use of Conditions Precedent to Close Clause in Contracts

Conditions Precedent to Close. On or before the Closing Date ------------------------------- the following conditions must be satisfied as conditions precedent to NHP's obligations hereunder (but without conditioning or otherwise limiting Emeritus' obligations under the Purchase Agreement): 7.1 All of the terms and conditions set forth in the Purchase Agreement and the Closing Procedure Letter shall have been satisfied. 7.2 The following documents shall be executed (and acknowledged, where appropriate) and delivered by all of the appropriate parties thereto: 7.2.1 This Agreement; 7.2.2 The Leases; 7.2.3 A Memorandum of Lease with respect to each of the Facilities executed by Tenant, as tenant, and NHP or its affiliate, as landlord, the purpose of which is to provide record notice of the existence of the Leases; 7.2.5 Such other documents or instruments reasonably necessary to consummate the transaction contemplated by this Agreement as requested by NHP or Emeritus. 7.3 NHP acknowledges and agrees that the Purchase Agreement contemplates that there will be more than one Closing thereunder and accordingly, all of the conditions set forth in Section 7.2 shall be required to be satisfied as to the first of such Closings but only with respect to the Facilities which are the subject of such Closing, that the condition set forth in Sections 7.2.1, 7.6 and 7.7 shall not be applicable to future Closings and that the condition set forth in Section 7.2.2 shall be satisfied if Emeritus executes either a Lease, if a separate Lease is to be signed with respect to the Facilities which are the subject of such Closing or an Amendment to Lease, if the Facilities which are the subject of such Closing as to be included in a Lease executed in conjunction with a prior Closing. 7.4 All costs and prorations in connection with the transactions contemplated by the Purchase Agreement shall be made between Emeritus and Seller as provided in the Purchase Agreement. NHP shall have no liability therefor. 7.5 NHP shall have received certificates of insurance as are required pursuant to the Leases showing NHP as an additional insured and loss payee thereunder. 7.6 NHP shall have received from Emeritus copies of the following, and NHP shall have approved the same: (a) The limited partnership agreement of ESC IV, L.P., (B) the Certificate of Limited Partnership of ESC IV, L.P. certified by the Washington Secretary of State, (C) the Articles of Incorporation of Emeritus and ESC GP ▇▇, Inc. certified by the Washington Secretary of State, (D) the Bylaws of Emeritus and ESC GP ▇▇, Inc., each certified by its Secretary, (E) resolutions of Emeritus' and ESC GP ▇▇, Inc.'s Board of Directors authorizing such entities, as applicable, to execute, deliver and perform this Agreement, the Leases and the other transactions contemplated herein and therein (which resolutions shall each be certified by the Secretary of such entity), (F) a Certificate of Incumbency from Emeritus' and ESC GP ▇▇, Inc.'s Secretary with respect to the officers of Emeritus and ESC GP ▇▇, Inc. executing, as applicable, this Agreement, the Leases and the documents contemplated herein and therein, and (G) a Certificate of Status for Emeritus, ESC IV, L.P. and ESC GP ▇▇, Inc. from the Washington Secretary of State. 7.7 Such other evidence of the due execution, delivery and authorization of documents executed by Emeritus, ESC IV, L.P. or ESC GP ▇▇, Inc. in connection with this Agreement and the transactions contemplated hereunder as NHP may reasonably request. 7.8 NHP shall have received the Minimum Rent (as defined in the Leases) for the period commencing on the Closing Date and continuing through the ninth (9th) day of the current month or next calendar month, as the case may be. 7.9 In accordance with the terms of the applicable Lease, NHP shall have received the Transaction Fee (as defined in the applicable Lease) and been reimbursed for the Transaction Costs of Landlord (as defined in the applicable Lease). 7.10 None of the following shall have been done by, against or with respect to Seller, Emeritus or any Affiliate (as hereinafter defined) of either: (A) The commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (B) the appointment of a trustee or receiver of any property interest; (C) an assignment for the benefit of creditors; (D) an attachment, execution or other judicial seizure of a substantial property interest; (E) the taking of, or submission to, any action indicating an inability to meet its financial obligations as they accrue; or (F) a dissolution or liquidation. As used herein, "AFFILIATE" shall mean, with respect to any person or entity, any other person or entity which controls, is controlled by or is under common control with the first person or entity.

Conditions Precedent to Close. On Buyer’s obligation to pay the Purchase Price, and to accept the conveyance of title to the Property by Seller, shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing. In the event the conditions precedent are not satisfied as of the Closing Date, Buyer shall have the right to either extend the Agreement until such conditions precedent are satisfied for a maximum period of ten (10) business days, waive any or all conditions precedent, or terminate this Agreement by giving written notification of such cancellation to Seller and receive a return of the ▇▇▇▇▇▇▇ Money and all interest earned thereon, and this Agreement shall immediately become null and void for all purposes and neither party shall have any further rights or obligations hereunder (except for any provisions which expressly survive). (a) Seller shall deliver to Buyer on or before the Closing Date ------------------------------- the following conditions must be satisfied as conditions precedent to NHP's obligations hereunder (but without conditioning or otherwise limiting Emeritus' obligations under the Purchase Agreement): 7.1 All of the terms and conditions set forth in the Purchase Agreement and the Closing Procedure Letter shall have been satisfied. 7.2 The following documents shall be executed (and acknowledged, where appropriate) and delivered by all of the appropriate parties thereto: 7.2.1 This Agreement; 7.2.2 The Leases; 7.2.3 A Memorandum of Lease with respect to each of the Facilities executed by Tenant, as tenant, and NHP or its affiliate, as landlord, the purpose of which is to provide record notice of the existence of the Leases; 7.2.5 Such other documents or instruments reasonably necessary to consummate the transaction contemplated by this Agreement as requested by NHP or Emeritus. 7.3 NHP acknowledges and agrees that the Purchase Agreement contemplates that there will be more than one Closing thereunder and accordingly, all of the conditions items set forth in Section 7.2 13(A) above; (b) Buyer shall be required deliver to be satisfied as to Seller on or before the first of such Closings but only with respect to Closing the Facilities which are the subject of such Closing, that the condition set forth in Sections 7.2.1, 7.6 and 7.7 shall not be applicable to future Closings and that the condition items set forth in Section 7.2.2 13(B) above; provided however the balance of the Purchase Price is not required to be deposited until the items set forth in Section 13(A) above have been delivered to Escrow; (c) Tenant shall be satisfied if Emeritus executes either a Lease, if a separate Lease is to be signed with respect open and operating for business to the Facilities which are public in substantially all of the subject leased space (with standard operating hours no less than the operating days and hours at a majority of such Closing or an Amendment Tenant’s other locations); (ii) Tenant shall have obtained all required licensing and approvals to conduct its business at the Property; and (iii) Tenant shall be paying full and unabated rent under the Lease, if the Facilities which are the subject of such Closing as to be included in a Lease executed in conjunction with a prior Closing. 7.4 All costs and prorations in connection with the transactions contemplated by the Purchase Agreement shall be made between Emeritus and Seller as provided in the Purchase Agreement. NHP shall have no liability therefor. 7.5 NHP shall have received certificates of insurance as are required pursuant to the Leases showing NHP as an additional insured and loss payee thereunder. 7.6 NHP (d) Buyer shall have received from Emeritus copies the Title Company, an Owner’s Pro Forma Title Policy, subject to only real estate taxes that are not yet due and payable, the Lease, and the Permitted Exceptions. (e) All representations and warranties set forth in Section 11 of this Agreement being true and correct in all respects as of the following, and NHP shall have approved the same: Closing; (af) The limited partnership agreement of ESC IVProperty shall be in compliance with all applicable zoning codes, L.P., (B) the Certificate of Limited Partnership of ESC IV, L.P. certified as evidenced by the Washington Secretary of State, (C) the Articles of Incorporation of Emeritus and ESC GP ▇▇, Inc. certified by the Washington Secretary of State, (D) the Bylaws of Emeritus and ESC GP ▇▇, Inc., each certified by its Secretary, (E) resolutions of Emeritus' and ESC GP ▇▇, Inc.'s Board of Directors authorizing such entities, as applicableProperty Zoning Report, to executebe ordered by Buyer, deliver at Buyer’s sole option, cost and perform this Agreement, the Leases and the other transactions contemplated herein and therein (which resolutions shall each be certified by the Secretary of such entity), (F) a Certificate of Incumbency from Emeritus' and ESC GP ▇▇, Inc.'s Secretary with respect to the officers of Emeritus and ESC GP ▇▇, Inc. executing, as applicable, this Agreement, the Leases and the documents contemplated herein and therein, and (G) a Certificate of Status for Emeritus, ESC IV, L.P. and ESC GP ▇▇, Inc. from the Washington Secretary of Stateexpense. 7.7 Such other evidence of the due execution, delivery and authorization of documents executed by Emeritus, ESC IV, L.P. or ESC GP ▇▇, Inc. in connection with this Agreement and the transactions contemplated hereunder as NHP may reasonably request. 7.8 NHP shall have received the Minimum Rent (as defined in the Leases) for the period commencing on the Closing Date and continuing through the ninth (9th) day of the current month or next calendar month, as the case may be. 7.9 In accordance with the terms of the applicable Lease, NHP shall have received the Transaction Fee (as defined in the applicable Lease) and been reimbursed for the Transaction Costs of Landlord (as defined in the applicable Lease). 7.10 None of the following shall have been done by, against or with respect to Seller, Emeritus or any Affiliate (as hereinafter defined) of either: (A) The commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (B) the appointment of a trustee or receiver of any property interest; (C) an assignment for the benefit of creditors; (D) an attachment, execution or other judicial seizure of a substantial property interest; (E) the taking of, or submission to, any action indicating an inability to meet its financial obligations as they accrue; or (F) a dissolution or liquidation. As used herein, "AFFILIATE" shall mean, with respect to any person or entity, any other person or entity which controls, is controlled by or is under common control with the first person or entity.

Conditions Precedent to Close. On or before the Closing Date ------------------------------- the following conditions must be satisfied Subject to waiver as conditions precedent to NHP's obligations hereunder (but without conditioning or otherwise limiting Emeritus' obligations under the Purchase Agreement): 7.1 All of the terms and conditions set forth in the Purchase Agreement and the Closing Procedure Letter shall have been satisfied. 7.2 The following documents shall be executed (and acknowledged, where appropriate) and delivered by all of the appropriate parties thereto: 7.2.1 This Agreement; 7.2.2 The Leases; 7.2.3 A Memorandum of Lease with respect to each of the Facilities executed by Tenant, as tenant, and NHP or its affiliate, as landlordSection 8.3 below, the purpose respective obligations of which is to provide record notice of the existence of the Leases; 7.2.5 Such other documents or instruments reasonably necessary each Party hereto to consummate the transaction transactions contemplated by this Agreement as requested are subject to the fulfillment at or prior to the Closing Date of each of the following conditions: (a) No injunction, restraining order or other ruling or prohibition (each, a "Restraint") issued by NHP any court of competent jurisdiction or Emeritus. 7.3 NHP acknowledges governmental authority or regulatory body shall be in effect, and agrees no proceeding, action, suit or claim brought or made by any governmental authority or regulatory body shall be pending that seeks any Restraint, and no statute, rule, regulation or executive order shall have been enacted or promulgated, in each case, that would prohibit the consummation of the transactions contemplated by this Agreement; it being understood that the Purchase Agreement contemplates that there will be more than one Closing thereunder Parties hereto shall use their reasonable best efforts to have any Restraint lifted and accordinglyto oppose any action to impose a Restraint, all of and to reasonably extend the conditions date set forth in Section 7.2 shall be required to be satisfied 8.1(b) hereof so long as to the first of such Closings but only with respect to the Facilities which efforts are the subject of such Closing, that the condition set forth continuing in Sections 7.2.1, 7.6 good faith. (b) Any waiting period (and 7.7 shall not be any extension thereof) applicable to future Closings and that the condition set forth in Section 7.2.2 shall be satisfied if Emeritus executes either a Lease, if a separate Lease is to be signed with respect to the Facilities which are the subject of such Closing or an Amendment to Lease, if the Facilities which are the subject of such Closing as to be included in a Lease executed in conjunction with a prior Closing. 7.4 All costs and prorations in connection with the transactions contemplated by this Agreement under the Purchase Agreement shall be made between Emeritus and Seller as provided in the Purchase Agreement. NHP ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 shall have no liability thereforexpired or shall have been terminated by the United States Department of Justice and the Federal Trade Commission. 7.5 NHP shall have received certificates of insurance as are required pursuant to (c) All statutory and regulatory requirements necessary for the Leases showing NHP as an additional insured valid consummation by Buyer, Seller and loss payee thereunder. 7.6 NHP shall have received from Emeritus copies each PCA-Sub of the following, and NHP shall have approved the same: (a) The limited partnership agreement of ESC IV, L.P., (B) the Certificate of Limited Partnership of ESC IV, L.P. certified by the Washington Secretary of State, (C) the Articles of Incorporation of Emeritus and ESC GP ▇▇, Inc. certified by the Washington Secretary of State, (D) the Bylaws of Emeritus and ESC GP ▇▇, Inc., each certified by its Secretary, (E) resolutions of Emeritus' and ESC GP ▇▇, Inc.'s Board of Directors authorizing such entities, as applicable, to execute, deliver and perform this Agreement, the Leases and the other transactions contemplated herein and therein (which resolutions shall each be certified by the Secretary of such entity), (F) a Certificate of Incumbency from Emeritus' and ESC GP ▇▇, Inc.'s Secretary with respect to the officers of Emeritus and ESC GP ▇▇, Inc. executing, as applicable, this Agreement, the Leases and the documents contemplated herein and therein, and (G) a Certificate of Status for Emeritus, ESC IV, L.P. and ESC GP ▇▇, Inc. from the Washington Secretary of State. 7.7 Such other evidence of the due execution, delivery and authorization of documents executed by Emeritus, ESC IV, L.P. or ESC GP ▇▇, Inc. in connection with this Agreement and the transactions contemplated hereunder as NHP may reasonably request. 7.8 NHP shall have received the Minimum Rent (as defined in the Leases) for the period commencing on the Closing Date and continuing through the ninth (9th) day of the current month or next calendar month, as the case may be. 7.9 In accordance with the terms of the applicable Lease, NHP shall have received the Transaction Fee (as defined in the applicable Lease) and been reimbursed for the Transaction Costs of Landlord (as defined in the applicable Lease). 7.10 None of the following Ancillary Documents shall have been done byfulfilled, against or with respect and all authorizations, consents, approvals and waivers of all Regulatory Entities (including, without limitation, the Alabama and Georgia Department of Insurance) necessary to Seller, Emeritus or any Affiliate (as hereinafter defined) of either: (A) The commencement of a case under Title 11 be obtained in order to permit consummation of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (B) the appointment of a trustee or receiver of any property interest; (C) an assignment for the benefit of creditors; (D) an attachment, execution or other judicial seizure of a substantial property interest; (E) the taking of, or submission to, any action indicating an inability to meet its financial obligations as they accrue; or (F) a dissolution or liquidation. As used herein, "AFFILIATE" transactions contemplated by this Agreement shall mean, with respect to any person or entity, any other person or entity which controls, is controlled by or is under common control with the first person or entityhave been obtained.

Conditions Precedent to Close. On Collateral Agent and Each Lender’s obligation to enter into this Agreement is subject to the condition precedent that Collateral Agent and each Lender shall consent to or before the Closing Date ------------------------------- the following conditions must be satisfied as conditions precedent to NHP's obligations hereunder (but without conditioning or otherwise limiting Emeritus' obligations under the Purchase Agreement): 7.1 All of the terms and conditions set forth in the Purchase Agreement and the Closing Procedure Letter shall have been satisfied. 7.2 The following documents shall be executed (received, in form and acknowledgedsubstance satisfactory to Collateral Agent and each Lender, where such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate) and delivered by all of the appropriate parties thereto, including, without limitation: 7.2.1 This Agreement(a) duly executed original Loan Documents to which Borrower or any of its Subsidiaries is a party; 7.2.2 The Leases; 7.2.3 A Memorandum of Lease (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender in the original principal amount equal to such Lender’s Commitment Percentage of the Facilities executed by Tenant, as tenant, and NHP or its affiliate, as landlord, the purpose of which is to provide record notice of the existence of the LeasesTerm Loan; 7.2.5 Such other documents or instruments reasonably necessary to consummate (d) the transaction contemplated by this Agreement as requested by NHP or Emeritus. 7.3 NHP acknowledges Operating Documents and agrees that the Purchase Agreement contemplates that there will be more than one Closing thereunder and accordingly, all of the conditions set forth in Section 7.2 shall be required to be satisfied as to the first of such Closings but only with respect to the Facilities which are the subject of such Closing, that the condition set forth in Sections 7.2.1, 7.6 and 7.7 shall not be applicable to future Closings and that the condition set forth in Section 7.2.2 shall be satisfied if Emeritus executes either a Lease, if a separate Lease is to be signed with respect to the Facilities which are the subject of such Closing or an Amendment to Lease, if the Facilities which are the subject of such Closing as to be included in a Lease executed in conjunction with a prior Closing. 7.4 All costs and prorations in connection with the transactions contemplated by the Purchase Agreement shall be made between Emeritus and Seller as provided in the Purchase Agreement. NHP shall have no liability therefor. 7.5 NHP shall have received good standing certificates of insurance as are required pursuant to the Leases showing NHP as an additional insured Borrower and loss payee thereunder. 7.6 NHP shall have received from Emeritus copies of the following, and NHP shall have approved the same: (a) The limited partnership agreement of ESC IV, L.P., (B) the Certificate of Limited Partnership of ESC IV, L.P. certified by the Washington Secretary of State, (C) the Articles of Incorporation of Emeritus and ESC GP ▇▇, Inc. certified by the Washington Secretary of State, (D) the Bylaws of Emeritus and ESC GP ▇▇, Inc., each certified by its Secretary, (E) resolutions of Emeritus' and ESC GP ▇▇, Inc.'s Board of Directors authorizing such entities, as applicable, to execute, deliver and perform this Agreement, the Leases and the other transactions contemplated herein and therein (which resolutions shall each be Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such entity)Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (F30) days prior to the Funding Date; (e) a completed Perfection Certificate for Borrower and each of Incumbency from Emeritus' its Subsidiaries; (f) the Annual Projections, for the current calendar year; (g) duly executed original officer’s certificate for Borrower and ESC GP ▇▇, Inc.'s Secretary with respect each Subsidiary that is a party to the officers Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of Emeritus and ESC GP ▇▇date no earlier than thirty (30) days prior to the Funding Date, Inc. executingof financing statement searches, as applicableCollateral Agent shall request, this Agreementaccompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, the Leases and the documents contemplated herein and therein, and (G) a Certificate of Status for Emeritus, ESC IV, L.P. and ESC GP ▇▇, Inc. from the Washington Secretary of State. 7.7 Such other evidence of the due execution, delivery and authorization of documents executed by Emeritus, ESC IV, L.P. or ESC GP ▇▇, Inc. in connection with this Agreement the initial Credit Extension, will be terminated or released; (i) a landlord’s consent executed in favor of Collateral Agent in respect of Borrower’s leased locations in Boston and Cambridge, Massachusetts; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Borrower dated as of the Closing Date; (l) evidence satisfactory to Collateral Agent and the transactions contemplated hereunder as NHP may reasonably request. 7.8 NHP shall have received Lenders that the Minimum Rent (as defined insurance policies required by Section 6.5 hereof are in the Leases) full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the period commencing on the Closing Date and continuing through the ninth (9th) day ratable benefit of the current month or next calendar monthLenders; (m) a subordination agreement, as the case may be.duly executed by each holder of Subordinated Debt; and 7.9 In accordance with the terms (n) payment of the applicable Lease, NHP shall have received the Transaction Fee (fees and Lenders’ Expenses then due as defined specified in the applicable Lease) and been reimbursed for the Transaction Costs of Landlord (as defined in the applicable Lease)Section 2.5 hereof. 7.10 None of the following shall have been done by, against or with respect to Seller, Emeritus or any Affiliate (as hereinafter defined) of either: (A) The commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (B) the appointment of a trustee or receiver of any property interest; (C) an assignment for the benefit of creditors; (D) an attachment, execution or other judicial seizure of a substantial property interest; (E) the taking of, or submission to, any action indicating an inability to meet its financial obligations as they accrue; or (F) a dissolution or liquidation. As used herein, "AFFILIATE" shall mean, with respect to any person or entity, any other person or entity which controls, is controlled by or is under common control with the first person or entity.

Conditions Precedent to Close. On or before the Closing Date ------------------------------- the following conditions must be satisfied as conditions precedent to NHP's obligations hereunder (but without conditioning or otherwise limiting Emeritus' obligations under the Purchase Agreement): 7.1 All of the terms and conditions set forth in the Purchase Agreement and the Closing Procedure Letter shall have been satisfied. 7.2 The following documents shall be executed (and acknowledged, where appropriate) and delivered by all of the appropriate parties thereto: 7.2.1 This Agreement; 7.2.2 The Leases; 7.2.3 A Memorandum of Lease with respect to each of the Facilities executed by Tenant, as tenant, and NHP or its affiliate, as landlord, the purpose of which is to provide record notice of the existence of the Leases; 7.2.5 Such other documents or instruments reasonably necessary to consummate the transaction contemplated by this Agreement as requested by NHP or Emeritus. 7.3 NHP acknowledges and agrees that the Purchase Agreement contemplates that there will be more than one Closing thereunder and accordingly, all of the conditions set forth in Section 7.2 shall be required to be satisfied as to the first of such Closings but only with respect to the Facilities which are the subject of such Closing, that the condition set forth in Sections 7.2.1, 7.6 and 7.7 shall not be applicable to future Closings and that the condition set forth in Section 7.2.2 shall be satisfied if Emeritus executes either a Lease, if a separate Lease is to be signed with respect to the Facilities which are the subject of such Closing or an Amendment to Lease, if the Facilities which are the subject of such Closing as to be included in a Lease executed in conjunction with a prior Closing. 7.4 All costs and prorations in connection with the transactions contemplated by the Purchase Agreement shall be made between Emeritus and Seller as provided in the Purchase Agreement. NHP shall have no liability therefor. 7.5 NHP shall have received certificates of insurance as are required pursuant to the Leases showing NHP as an additional insured and loss payee thereunder. 7.6 NHP shall have received from Emeritus copies of the following, and NHP shall have approved the same: (a) The limited partnership agreement of ESC IV, L.P., (B) the Certificate of Limited Partnership of ESC IV, L.P. certified by the Washington Secretary of State, (C) the Articles of Incorporation of Emeritus and ESC GP ▇▇ ▇▇, Inc. certified by the Washington Secretary of State, (D) the Bylaws of Emeritus and ESC GP ▇▇ ▇▇, Inc., each certified by its Secretary, (E) resolutions of Emeritus' and ESC GP ▇▇ ▇▇, Inc.'s Board of Directors authorizing such entities, as applicable, to execute, deliver and perform this Agreement, the Leases and the other transactions contemplated herein and therein (which resolutions shall each be certified by the Secretary of such entity), (F) a Certificate of Incumbency from Emeritus' and ESC GP ▇▇ ▇▇, Inc.'s Secretary with respect to the officers of Emeritus and ESC GP ▇▇ ▇▇, Inc. executing, as applicable, this Agreement, the Leases and the documents contemplated herein and therein, and (G) a Certificate of Status for Emeritus, ESC IV, L.P. and ESC GP ▇▇ ▇▇, Inc. from the Washington Secretary of State. 7.7 Such other evidence of the due execution, delivery and authorization of documents executed by Emeritus, ESC IV, L.P. or ESC GP ▇▇ ▇▇, Inc. in connection with this Agreement and the transactions contemplated hereunder as NHP may reasonably request. 7.8 NHP shall have received the Minimum Rent (as defined in the Leases) for the period commencing on the Closing Date and continuing through the ninth (9th) day of the current month or next calendar month, as the case may be. 7.9 In accordance with the terms of the applicable Lease, NHP shall have received the Transaction Fee (as defined in the applicable Lease) and been reimbursed for the Transaction Costs of Landlord (as defined in the applicable Lease). 7.10 None of the following shall have been done by, against or with respect to Seller, Emeritus or any Affiliate (as hereinafter defined) of either: (A) The commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (B) the appointment of a trustee or receiver of any property interest; (C) an assignment for the benefit of creditors; (D) an attachment, execution or other judicial seizure of a substantial property interest; (E) the taking of, or submission to, any action indicating an inability to meet its financial obligations as they accrue; or (F) a dissolution or liquidation. As used herein, "AFFILIATE" shall mean, with respect to any person or entity, any other person or entity which controls, is controlled by or is under common control with the first person or entity.