Conditions Precedent to Closing Clause Samples

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL'...

Conditions Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

Conditions Precedent to Closing. The agreement of Bank to enter into this Agreement on the Closing Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, each of the following items and completed each of the following requirements: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) a financing statement (Form UCC-1); (d) payment of the Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank; (e) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (f) current financial statements, including company prepared statements for Borrower’s most recently ended fiscal year, company prepared consolidated balance sheets, income statements and statements of cash flows for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (g) current Compliance Certificate in accordance with Section 6.2; (h) a warrant to purchase Borrower’s Series A-3 preferred stock issued by Borrower in favor of Bank; (i) an amended and restated warrant to purchase Borrower’s Series A-1 preferred stock issued by Borrower in favor of Bank; (j) a Borrower Information Certificate; (k) such other documents or certificates, and completion of such other matters, as Bank may reasonably request; and (l) Borrower shall have opened and funded not less than $50,000 in deposit accounts held with Bank.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of Seller under the Cendant Guide, and of Seller and Purchaser under this Agreement shall be true and correct as of the Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the Cendant Guide; (b) Purchaser shall have received, or Purchaser's attorneys shall have received in escrow, all closing documents as specified herein, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than Purchaser as required pursuant to the respective terms thereof; (c) All other terms and conditions of this Agreement shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this Section 7.1 on the Closing Date.

Conditions Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of all of the conditions precedent to closing set forth in the application or term sheet for the Loan delivered by Borrower to Lender and the commitment or commitment rider, if any, to the application or term sheet for the Loan issued by Lender.

Conditions Precedent to Closing. 5.1 Conditions to the Company's Obligations. The obligations of the Company hereunder required to be performed on the Closing Date shall be subject, at its election, to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Purchaser shall have performed all obligations and agreements, and complied with all covenants, contained in this Agreement, to be performed and complied with by the Purchaser at or prior to the Closing. (c) All governmental and regulatory approvals and clearances and all third-party Consents necessary for the consummation by the Purchaser of the transactions contemplated by the Transaction Documents shall have been obtained and shall be in full force and effect. (d) The Company shall have received payment of the Purchase Price as well as payment of all costs incurred by the Company in connection with the sale of the Subject Interests.15 5.2 Conditions to Purchaser's Obligations. The obligations of the Purchaser hereunder required to be performed at the Closing shall be subject, at its election, to the satisfaction or waiver, at or prior to the Closing, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (b) The Company shall have performed all obligations and agreements, and complied with all covenants, contained in this Agreement, to be performed and complied with by it at or prior to the Closing Date. (c) There shall not exist any Lien on any assets owned by any AH Entity other than those contemplated under the Mortgage Loan Documents, the Investor Loan Documents, the Subordinated Loan Documents or any documents executed by Purchaser. (d) To the extent not already in the possession of the Purchaser or one of its Affiliates, the Company shall have delivered to the Purchaser a copy of each AH Entity's Organizational Documents, as amended through the Closing Date. (e) All governmental and regulatory approvals and clearances and all third-party Consents nece...

Conditions Precedent to Closing. (a) The obligation of Seller to consummate the transactions contemplated herein shall be subject to the occurrence, satisfaction or waiver of: (i) timely receipt of all necessary consents and approvals as set forth in Paragraph 13(a)(i) herein; (ii) the representations and warranties made by Purchaser hereunder being true and correct in all material respects and confirmed in writing on the date of Closing, as of the date of Closing, (iii) the termination, concurrent with the Closing, of all guaranties related to the MHFA Debt, and (iv) all other documents hereunder for Closing shall have been executed by Seller and Purchaser, as applicable. (b) The obligation of Purchaser to consummate the transactions contemplated herein shall be subject to the occurrence, satisfaction or waiver of the following conditions: (i) timely receipt of all necessary consents and approvals as set forth in Paragraph 14(a)(i) herein; (ii) the representations and warranties made by Seller hereunder being true and correct in all material respects and confirmed in writing on the date of Closing, as of the date of Closing; (iii) Purchaser shall have obtained all licenses and permits necessary to complete the legal transfer to Purchaser of all of the Properties (other than Cabot Park Village) as operating assisted living facilities, and of Cabot Park Village as an operating independent living facility. Purchaser agrees to use diligent good faith efforts to obtain all such licenses and permits and to keep Seller advised regarding such efforts and progress in connection therewith; (iv) The Real Property and the Personal Property shall not have been materially and adversely destroyed or damaged, as defined in ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (▇) The Massachusetts Housing Finance Agency ("MHFA") and the Department of Housing and Urban Development ("HUD"), if necessary, shall have approved in writing the sale of the MHFA Facilities to Purchaser and ElderTrust's assumption of all of the Seller's then existing debts and obligations (without material modification except as may be reasonably customary in connection with sales and assumptions of similar MHFA transactions) to MHFA with respect to the MHFA Facilities (collectively, the "MHFA Debt"), and any other requirements under the loan documents in connection with the MHFA Debt shall have been met in order to allow the sale of the MHFA Facilities and the assumption of the MHFA Debt by ElderTrust, with Purchaser at all times using diligent good faith ...