Common use of Conditions to Close Clause in Contracts

Conditions to Close. The obligations of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or prior to the Transfer Date or the dates designated elsewhere in this Agreement for the satisfaction of such conditions: (a) All of the representations and warranties of the parties contained herein shall be true and correct in all material respects as of the date of this Agreement and as of the Transfer Date; (b) As of the Transfer Date, each party shall have performed its obligations hereunder and all documents to be made executed and/or delivered on the Transfer Date shall have been tendered; (c) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against any party hereto that would materially and adversely affect the ability of any party hereto to perform its obligations under this Agreement; (d) There shall exist no pending or threatened action, suit or proceeding with respect to any party hereto before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; (e) The parties shall have obtained all consents, releases and approvals from all third parties from whom such consents, releases or approvals are necessary to consummate the transactions contemplated hereby, including without limitation, in the case of Advocat and DALS, the consent of AmSouth Bank, and in the case of the Lessor, the holders of any mortgages on the Facility; and (f) New Operator shall have entered into the Operations Transfer Agreement providing for the transfer of Facility operations from DALS to New Operator on the Transfer Date and shall have obtained all of the licenses, permits, approvals and certifications necessary for its continued operation of the Facility as a licensed assisted living facility, including without limitation the Operating License and the Provider Number.

Conditions to Close. The obligations of the parties Lessors and of Advocat and Lessee to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or prior to the Transfer Termination Date or the dates designated elsewhere in this Agreement for the satisfaction of such conditions: (a) All of the representations and warranties of the parties contained herein shall be true and correct in all material respects as of the date of this Agreement and as of the Transfer Termination Date; (b) As of the Transfer Termination Date, each party shall have performed its obligations hereunder and all documents to be made executed and/or delivered on the Transfer Termination Date shall have been tendered; (c) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against any party hereto that would materially and adversely affect the ability of any party hereto to perform its obligations under this Agreement; (d) There shall exist no pending or threatened action, suit or proceeding with respect to any party hereto before or by any court or administrative agency (i) which seeks to restrain, suspend or prohibit resident admission(s) to a Facility, (ii) which seeks to impose a provisional license or the failure to comply with which could result in the imposition of a provisional license as to any Facility or (iii) which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; (e) The parties Lessors, Advocat and Lessee shall have obtained all consents, releases and approvals from all third parties from whom such consents, releases or approvals are necessary to consummate the transactions contemplated hereby, including without limitation, in the case of Advocat and DALSLessee, the consent of AmSouth Bank, and in the case of the LessorLessors, the holders of any mortgages on the Facility; andFacilities; (f) New Operator shall have entered into the Operations Transfer Agreement providing for the transfer of Facility operations from DALS to New Operator on the Transfer Date and Each Lessor shall have obtained all of the licenses, permits, approvals and certifications described in Section 10.3, above, necessary for its continued operation as an adult care home of the each adult care home Facility as a licensed assisted living facility, including without limitation the Operating License to be vacated and the Provider Number.surrendered to it by Lessee pursuant to this Agreement; and

Conditions to Close. 5.1 Conditions to Obligations of Bristol and Purchaser to Close. The obligations of the parties Bristol and Purchaser to consummate the transactions contemplated to be performed by this Agreement them on or prior to the Closing Date are subject to the satisfaction of the following conditions on or prior to the Transfer Date or the dates designated elsewhere in this Agreement for the satisfaction of such conditions: (a) All This Agreement and the Merger shall have been approved by the Board of the Directors and shareholder of Company; (b) The representations and warranties of the parties contained herein set forth in Article 2, above, shall be true and correct in all material respects as of the date of this Agreement on and as of the Transfer Closing Date; (b) As of the Transfer Date, each party shall have performed its obligations hereunder and all documents to be made executed and/or delivered on the Transfer Date shall have been tendered; (c) There Company and Shareholder shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for have performed and complied with all of their covenants hereunder in all material respects through the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against any party hereto that would materially and adversely affect the ability of any party hereto to perform its obligations under this AgreementClosing Date; (d) There Company shall exist no have obtained all third party consents that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, the consents specifically set forth in Section 4.2, above; (e) Company and Shareholder shall have made their respective delivery obligations set forth in Article 6, below; (f) No action, suit, or proceeding shall be pending or threatened action, suit or proceeding with respect to any party hereto before or by any court or quasi-judicial or administrative agency which seeks to restrain of any federal, state, local or prohibitforeign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or to obtain damages or a discovery order with respect to, charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or (iii) affect adversely the right of Surviving Corporation to own the former assets and to operate the former businesses of Company, and no such injunction, judgment, order, decree, ruling or charge shall be in effect; (g) Company shall have completed and delivered the Schedules to this Agreement and the information contained in such Schedules shall be satisfactory to Purchaser and Bristol in their absolute and sole discretion; (h) Bristol and Purchaser shall have completed their due diligence investigation of Company and shall be satisfied with the results of such investigation in their absolute and sole discretion; (i) Ernst & Young, LLP shall have confirmed in writing to Bristol on or prior to the Closing Date that (i) Company is capable of being audited in accordance with GAAP; and (ii) that Ernst & Young, LLP is capable of completing such audit not later than sixty (60) days following the Closing Date. In addition, Bristol must determine in its absolute and sole discretion that the cost of such audit is reasonable. (j) Purchaser and Shareholder shall have entered into Lease Agreements, pursuant to which Purchaser shall lease the Facilities from Shareholder on such terms and conditions as the parties shall mutually agree; provided, however, that such terms and conditions shall be reasonably consistent with the terms and conditions discussed by the parties prior to the execution of this Agreement. (k) Shareholder shall, prior to Closing, have obtained appraisals for each of the Facilities, and, based upon such appraisals, shall be reasonably satisfied that Purchaser is acquiring at least ninety percent (90%) of Company's net assets and seventy percent (70%) of Company's gross assets, after taking into account the transfer of the Facilities to Shareholder and the assumption of all loans secured by the Facility by Shareholder. (l) All actions to be taken by Company and Shareholder in connection with the consummation of the transactions contemplated hereby; (e) The parties shall have obtained herein and all consentscertificates, releases opinions, instruments, and approvals from all third parties from whom such consents, releases or approvals are necessary other documents required to consummate effect the transactions contemplated hereby, including without limitation, herein shall be satisfactory in form and substance to Bristol and Purchaser in their absolute and sole discretion. Bristol and Purchaser may waive any condition specified in this Section 5.1 if they execute a writing so stating on or prior to the case of Advocat and DALS, the consent of AmSouth Bank, and in the case of the Lessor, the holders of any mortgages on the Facility; and (f) New Operator shall have entered into the Operations Transfer Agreement providing for the transfer of Facility operations from DALS to New Operator on the Transfer Date and shall have obtained all of the licenses, permits, approvals and certifications necessary for its continued operation of the Facility as a licensed assisted living facility, including without limitation the Operating License and the Provider NumberClosing Date.