Common use of Conditions Precedent to New Operators Obligations Clause in Contracts

Conditions Precedent to New Operators Obligations. All obligations of New Operator under this Agreement are subject to the fulfillment or satisfaction prior to or at the Closing, of each of the following conditions precedent (any of which may be waived in writing in whole or in part by New Operator): (a) Kindred’s representations and warranties contained in this Agreement shall be true in all material respects on and as of the date of this Agreement and shall be true in all material respects on and as of the Closing Date, with the same effect as though such representations and warranties were made on and as of the Closing Date. (b) Kindred shall have performed and complied with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it prior to or at the Closing. (c) New Operator shall have received all of Kindred’s deliveries described in Section 15.1 and all such other documents required to be delivered by Kindred hereunder. (d) The Assets shall be free and clear of any and all liens, claims, charges, pledges, security interests and all other encumbrances of any kind or nature whatsoever as of the Closing Date. (e) No suit, action, proceeding, or investigation shall have been instituted or threatened by any Governmental Authority, and no injunction shall have been issued and then outstanding, to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated by this Agreement. (f) New Operator shall have received the Licensure Approvals.