Common use of Conditions to Obligations to Close Clause in Contracts

Conditions to Obligations to Close. 8.1 Conditions to Obligation of Each Party to Close. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; and (b) Seller shall have obtained all Required Governmental and Stockholder Approvals. 8.2 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Seller and the Selling Subs contained in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Seller and the Selling Subs to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed, except where the failure to so perform would not have a Material Adverse Effect; (c) Purchaser shall have received at the Closing a certificate, dated as of the Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied; (d) There shall not have occurred any Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect); and (e) Receipt of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth in Section 5.19 hereof. 8.3 Conditions to Seller's and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and (c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied. 8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date: (a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing; (b) TPA Approval shall have been obtained; and (c) Purchaser shall have received a certificate, dated as of the respective HUD TPA Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.4(a) and Section 8.4(b) have been satisfied.

Conditions to Obligations to Close. 8.1 7.1 Buyer’s Conditions to Obligation The obligation of Each Party to Close. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; and (b) Seller shall have obtained all Required Governmental and Stockholder Approvals. 8.2 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Seller and the Selling Subs contained in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Seller and the Selling Subs to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed, except where the failure to so perform would not have a Material Adverse Effect; (c) Purchaser shall have received at the Closing a certificate, dated as of the Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied; (d) There shall not have occurred any Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect); and (e) Receipt of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth in Section 5.19 hereof. 8.3 Conditions to Seller's and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and (c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied. 8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser Buyer to consummate the transactions contemplated to be consummated at each HUD TPA performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions on conditions, provided that Buyer may waive any condition specified in this Section 7.1 only if Buyer executes a writing so stating at or before the Closing: (a) Covenants, Representations and Warranties The respective representations and warranties of Seller set forth in Article III must be true and correct in all material respects (except for those representations and warranties that contain an express materiality qualification, which must be true and correct in all respects) on the date made and at and as of the Closing Date, and Seller must have performed and complied with all of its covenants hereunder in all material respects through the Closing Date, and Buyer must have received a certificate in form and substance satisfactory to Buyer dated as of the Closing Date on behalf of Seller by the president of Seller or an equivalent officer to such effect. (b) Consents Seller must have procured all Required Consents and must have provided evidence of such Required Consents and notices in form and substance reasonably satisfactory to Buyer. Buyer must have received all Governmental Authorizations as are necessary to allow Buyer to operate the Mac Nut Business and the Leased Assets and Purchased Assets from and after the Closing Date. (c) Documents to Be Delivered By Seller The following documents, in form and substance satisfactory to Buyer, must be delivered to Buyer at Closing by Seller: (1) ▇▇▇▇ of sale, duly executed by Seller; (2) assignment and assumption agreements, duly executed by Seller, in a form mutually agreeable to both parties; (3) assignment of Seller’s Intellectual Property described in Schedule 2.1(j), in due form for recordation with the appropriate Governmental Authority and the License Agreement, each HUD TPA duly executed by Seller; (4) vehicle titles and assignments sufficient to transfer title to the Owned and Leased Vehicles to Buyer; (5) orchard lease agreement in the form of Exhibit A-1 hereto (the “Orchard Lease Agreement”), duly executed by Seller; (6) memorandum of the Orchard Lease Agreement in the form of Exhibit A-2 hereto (the “Memorandum of Lease”), duly executed by Seller; (7) processing plant lease agreement in the form of Exhibit B-1 hereto (the “Processing Plant Lease Agreement”), duly executed by Seller; (8) memorandum of the Processing Plant Lease Agreement in the form of Exhibit B-2 hereto (the “Memorandum of Plant Lease”), duly executed by Seller; (9) the Registration Rights Agreement duly executed by Seller; (10) reserved; (11) originals (to the extent available) or copies of the Acquired Contracts and Seller Permits; (12) if applicable, executed non-foreign certificates in accordance with Section 1445 of the Code and the regulations issued thereunder; (13) State of Hawaii Department of Taxation Form G-8A, Report of Bulk Sale or Transfer, duly executed by Seller, together with the attached certificate of the Director of Taxation of the State of Hawaii, bearing an issuance date no earlier than ten (10) days before Closing; (14) Tax Clearance Certificate (Form A-6) issued by the Hawaii State Department of Taxation no earlier than fifteen (15) days before Closing; (15) Hawaii State Tax Form N-289, duly executed by Seller; (16) Conveyance Tax Certificates relating to the Orchard Lease Agreement and Processing Plant Lease Agreement, duly executed by Seller; (17) the Required Consents (as listed in Exhibit F); (18) payoff and release letters relating to liens on the Purchased Assets; (19) the Books and Records; (20) certificate of Secretary of Seller duly executed by Seller; (21) originals of lien releases, including Uniform Commercial Code Termination Statements, executed by Rabobank in connection with any Security Interests on the Purchased Assets in favor of Rabobank; (22) stock powers and assignment of membership interests, as applicable, relating to NewCo1 and NewCo2, duly-executed by Seller; and (23) such other certificates, instruments of sale, transfer, conveyance, and assignment or other documents reasonably requested by Buyer and as otherwise necessary or appropriate to transfer the Purchased Assets and Assumed Liabilities, or as Buyer may reasonably request to consummate the transactions contemplated by this Agreement and the Related Agreements and to vest in Buyer full and complete title to the Purchased Assets, free and clear of all encumbrances. (d) Financial Condition Each of the following must be true and complete as of the Closing Date: (a1) No Order All respective Security Interests securing debts of Seller relating to the Purchased Assets shall have become effective restrainingbe paid in full before, enjoining or otherwise prohibiting or making illegal at, the consummation of the applicable HUD TPA Closing; (b) TPA Approval shall have been obtained; and (c2) Purchaser shall have received a certificate, dated as No unsatisfied liens for the failure to pay Taxes (except for liens for any current real and personal property taxes and all non-delinquent installments of assessments or bonds) of any nature whatsoever exist concerning the respective HUD TPA Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.4(a) and Section 8.4(b) have been satisfiedMac Nut Business.

Conditions to Obligations to Close. 8.1 A. Conditions to Obligation of Each Party to CloseALPP’s and Merger Sub’s Obligations. The respective obligations of each party of ALPP and Merger Sub to effect consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:, unless otherwise waived in writing by ALPP and Merger Sub prior to Closing; (a1) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; and (b) Seller shall have obtained all Required Governmental and Stockholder Approvals. 8.2 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the The representations and warranties of Seller and the Selling Subs contained Company set forth in this Agreement shall Section 4 will be true and correct in all respects, material respects as of the date hereof if made at and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) to the extent that those such representations and warranties that address matters only are qualified by the term “material,” or contain terms such as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material “Adverse Effect; (b) The covenants and agreements of Seller and the Selling Subs to be performed on ” or before the Closing Date “Adverse Change,” in accordance with this Agreement shall have been duly performed, except where the failure to so perform would not have a Material Adverse Effect; (c) Purchaser shall have received at the Closing a certificate, dated as of the Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied; (d) There shall not have occurred any Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect); and (e) Receipt of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth in Section 5.19 hereof. 8.3 Conditions to Seller's and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the which case such representations and warranties of Purchaser contained in this Agreement shall as so written, including the term “material” or “Material,” will be true and correct in all respects, as of the date hereof respects at and as of the Closing Date as though made on Closing; (2) Company will have performed and as complied with all of the Closing Date immediately prior to its covenants hereunder in all material respects through the Closing, except (i) to the extent that those representations such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and warranties that address matters only as of a particular date shall remain true and correct as complied with all of such particular date and (ii) where covenants as so written, including the failure to be so true and correct would not have a Material Adverse Effectterm “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) The covenants and agreements cause any of Purchaser the transactions contemplated by this Agreement to be performed on rescinded following consummation, (c) adversely affect the right of ALPP to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or before (d) adversely affect the Closing Date in accordance with this Agreement shall right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly performed approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) The Company must open an escrow account with Bank of America (the “Escrow Account”), and either ALPP or the Company must fund the Escrow Account with $72,000, representing the amount of the PPP loan to the Company. (6) Company will have delivered to ALPP a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all material respects except where respects; (7) Company will have delivered to ALPP an executed counterpart of the failure to so perform would not have a Material Adverse EffectMerger Certificate; and (c) Seller and 8) Company will have delivered to ALPP the Selling Subs shall have received at the Closing a certificateresignations, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied. 8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date: (a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing; (b) TPA Approval shall have been obtained; and (c) Purchaser shall have received a certificate, dated as of the respective HUD TPA Closing Date Closing, of each director and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.4(a) and Section 8.4(b) have been satisfiedCompany excluding ▇▇▇▇▇▇ ▇▇▇▇▇▇.

Conditions to Obligations to Close. 8.1 VI.1 Conditions to Obligation of Each Party to CloseOCOA, Sellers and the Physician Owners. The respective obligations obligation of each party OCOA, Sellers and the Physician Owners to effect consummate the transactions contemplated hereby shall be by this Agreement is subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; andby this Agreement shall be approved by OCOA's partners and the Requisite OCOA Approval shall have been obtained; (b) Seller shall have obtained all Required Governmental and Stockholder Approvals. 8.2 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Seller and the Selling Subs contained set forth in this Agreement ARTICLE III above shall be true and correct in all respects, as of the date hereof material respects at and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Seller and the Selling Subs to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed, except where the failure to so perform would not have a Material Adverse EffectDate; (c) Purchaser no action, suit, or proceeding shall have received at the Closing a certificatebe pending or threatened before any court or quasi-judicial or administrative agency of any federal, dated as state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the Closing Date and validly executed on behalf transactions contemplated by this Agreement, (B) cause any of Seller and each Selling Sub the transactions contemplated by an officer this Agreement to be rescinded following consummation, or (C) affect adversely the rights of Seller and each Selling Sub, OCOA or the Physician Owners to own the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfiedPurchased Assets; (d) There shall not have occurred any Material Adverse Effect (or any development thatall actions to be taken by SCN in connection with the consummation of the transactions contemplated hereby and all certificates, insofar as reasonably can be foreseeninstruments, is reasonably likely to result in any Material Adverse Effect); and (e) Receipt of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth in Section 5.19 hereof. 8.3 Conditions to Seller's agreements and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs other documents required to effect the transactions contemplated hereby hereby, have been taken or delivered to OCOA, the Physician Owners and/or the Sellers and are satisfactory in form and substance; (e) SCN shall be subject to have performed and complied with all of its covenants hereunder in all material respects through the satisfaction Closing; and (f) neither surrender of the SCN Shares by OCOA, the Physician Owners or waiver on the Sellers, nor the issuance of the OCOA Note will violate federal securities laws or the securities laws of any state of the United States. OCOA, the Physician Owners, and/or the Sellers may waive any condition specified in this SECTION 6.1 by executing a writing so stating at or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and (c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied. 8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date: (a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing; (b) TPA Approval shall have been obtained; and (c) Purchaser shall have received a certificate, dated as of the respective HUD TPA Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.4(a) and Section 8.4(b) have been satisfied.

Conditions to Obligations to Close. 8.1 Conditions to Obligation of Each Party to Closethe Buyer and Parent. The respective obligations obligation of each party the Buyer and Parent to effect consummate the transactions contemplated hereby shall be Acquisition is subject to the satisfaction or waiver at or prior to by the Closing Date Buyer and Parent of the following conditions: (a) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation The representations and warranties of the transactions contemplated hereby; andSeller and the Company set forth in this Agreement will be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties will be true and correct as of such other date unless waived by the Buyer. (b) Seller and the Company will have performed all covenants required to be performed by it under this Agreement at or prior to the Closing, except where the failure to perform does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the ability of Seller and the Company to consummate the Acquisition or perform its other obligations hereunder. (c) The parties hereto will have received all other authorizations, consents and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Notwithstanding anything stated to the contrary herein, the authorizations, consents and approvals of Buyer by the California Department of Alcohol Beverage Control or the United States Alcohol Tobacco Tax & Trade Bureau shall not be a condition of either party’s obligation to close; provided that Seller shall use best efforts to cooperate with Buyer to receive such authorizations, consents and approvals promptly following the Closing, provided however, Seller shall not be required to incur any cost or expense with such cooperation. (d) No temporary, preliminary or permanent restraining Order preventing the consummation of the Acquisition will be in effect. (e) The Sellers shall have obtained all Required Governmental and Stockholder Approvalsdelivered to Buyer pay-off letters and releases of the Liens relating to indebtedness from any persons who hold secured indebtedness of any of the Company at the Closing, and such payoff letters shall be in form and substance reasonably satisfactory to Buyer. 8.2 (f) The Ancillary Agreements shall have been executed and delivered. (g) The Seller shall have delivered to Buyer any consents required under the Contracts. (h) The Company shall have delivered evidence reasonably satisfactory to the Buyer of such Company’s organization and proceedings and its existence in the jurisdiction in which it is formed, including evidence of such existence as of the Closing. (i) The Seller and the Company shall have delivered to Buyer a certificate, executed by the Seller and an officer of the Company, dated as of the Closing Date, certifying on behalf of the Seller and the Company that each of the conditions set forth in Section 8.1(a) and Section 8.1(b) have been satisfied in all respects. Conditions to Purchaser's Obligation of the Seller and the Company. The obligation of the Seller and the Company to Close. Purchaser's obligation to effect consummate the transactions contemplated hereby shall be Acquisition is subject to the satisfaction or waiver on or prior to by the Closing Date of all Seller of the following conditions: (a) Each of the The representations and warranties of Seller the Buyer and the Selling Subs contained Parent set forth in this Agreement shall will be true and correct in all respects, material respects as of the date hereof of this Agreement and as of the Closing Date as though made on and as of the Closing Date immediately prior (except to the Closing, except (i) that those extent such representations and warranties that address matters only speak as of a particular date shall remain another date, in which case such representations and warranties will be true and correct as of such particular date and (iiother date) where the failure to be so true and correct would not have a Material Adverse Effect;unless waived by Seller. (b) The Buyer and Parent will have performed all of the covenants and agreements of Seller and the Selling Subs required to be performed on by it under this Agreement at or before prior to the Closing Date in accordance with except such failures to perform as do not materially adversely affect the ability of the Buyer and Parent to consummate the Acquisition and the other transactions contemplated by this Agreement shall have been duly performed, except where the failure to so perform would not have a Material Adverse Effect;Agreement. (c) Purchaser The parties hereto will have received all other authorizations, consents and approvals of all Governmental Entities in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby. (d) No temporary, preliminary or permanent restraining Order preventing the consummation of the Acquisition will be in effect. (e) The Buyer and Parent shall have received at obtained any consents, permits, licenses, approvals or notifications of any Governmental Entities, lenders, lessors, suppliers, customers or other third parties required to consummate the Closing Acquisition. (f) The Parent shall have delivered to the Seller the Purchase Price Shares. (g) The Ancillary Agreements shall have been executed and delivered. (h) the Buyer and Parent shall have delivered to the Company a certificatecertificate of the Buyer and ▇▇▇▇▇▇, executed by an officer of the Buyer and Parent, dated as of the Closing Date and validly executed Date, certifying on behalf of Seller the Buyer and Parent that each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (d) There shall not have occurred any Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect); and (e) Receipt of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth in Section 5.19 hereof. 8.3 Conditions to Seller's and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct satisfied in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and (c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied. 8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date: (a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing; (b) TPA Approval shall have been obtained; and (c) Purchaser shall have received a certificate, dated as of the respective HUD TPA Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.4(a) and Section 8.4(b) have been satisfied.

Conditions to Obligations to Close. 8.1 Conditions to Obligation of Each Party to Close. (a) The respective obligations of each party Purchaser to effect consummate the transactions contemplated hereby herein shall be subject to the satisfaction or waiver at or prior to the Closing Date fulfillment of the following conditionsconditions ("Purchaser's Conditions"), any of which may be waived by Purchaser in its sole and absolute discretion: (a1) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; and (b) Seller shall have obtained all Required Governmental and Stockholder Approvals. 8.2 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the The representations and warranties of Seller and the Selling Subs contained in this Agreement made herein shall be true and correct in all material respects, as Seller shall have performed all covenants and agreements made herein and Seller shall have delivered to Purchaser all of the date hereof and as closing documents required pursuant to Section 11.1 hereof. (2) Purchaser's receipt of the Closing Date Required Tenant Executed Estoppels and the REA Estoppels (each as though made on and as hereinafter defined). (3) An unconditional agreement by the Title Company to issue the Title Policy. (4) Delivery of possession of the Closing Date immediately prior Property to Purchaser subject only to the Permitted Exceptions and to the rights of Tenants under the Leases, as tenants only. (5) As of the Closing, except there shall be no default (iand no event or circumstance that, with the passage of time and/or giving of notice, could be a default) that those representations and warranties that address matters only as of under any Lease with a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect;Major Tenant. (b) The covenants and agreements of Seller and the Selling Subs to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed, except where the failure to so perform would not have a Material Adverse Effect; (c) Purchaser shall have received at the Closing a certificate, dated as of the Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied; (d) There shall not have occurred any Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect); and (e) Receipt of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth in Section 5.19 hereof. 8.3 Conditions to Seller's and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs to effect consummate the transactions contemplated hereby herein shall be subject to the satisfaction or waiver on or prior to the Closing Date of all fulfillment of the following conditions: conditions (a) Each "Seller's Conditions"), any of the which may be waived by Seller in its sole and absolute discretion: The representations and warranties of Purchaser contained in this Agreement made herein shall be true and correct in all material respects, as Purchaser shall have performed all covenants and agreements made herein and Purchaser shall have delivered to Seller all of the date hereof and closing documents required pursuant to Section 11.3 hereof. In the event any of the Purchaser's Conditions shall not be satisfied as of the Closing Date as though made on Date, Purchaser shall have the right to terminate this Agreement by giving written notice to Seller and receive a return of the Deposit, whereupon neither party shall have any further rights or obligations hereunder except for any provisions of this Agreement that expressly survive termination. In the event that the Seller's Condition shall not be satisfied as of the Closing Date immediately prior Date, Seller shall have the right to terminate this Agreement by giving written notice to Purchaser, whereupon the Closing, Deposit shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder except (i) for any provisions of this Agreement that those representations and warranties expressly survive termination. In the event that address matters only any of Seller’s Conditions are not satisfied as a result of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Purchaser to be performed on or before the Closing Date in accordance with this Agreement default by Purchaser, then Seller shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and (c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified remedies set forth in Section 8.3(a) and Section 8.3(b) have been satisfied. 8.4 16.1 hereof. In the event that any of Purchaser’s Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations are not satisfied as a result of a default by Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date: (a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing; (b) TPA Approval shall have been obtained; and (c) then Purchaser shall have received a certificate, dated as of the respective HUD TPA Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified remedies set forth in Section 8.4(a) and Section 8.4(b) have been satisfied16.2 hereof.

Conditions to Obligations to Close. 8.1 (a) Conditions to Obligation of Each Party to CloseSeller and Parent. The respective obligations of each party Seller and Parent to effect consummate the transactions contemplated hereby shall to be performed by them in connection with the Closing is subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (ai) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; and (b) Seller shall have obtained all Required Governmental and Stockholder Approvals. 8.2 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Seller and the Selling Subs contained Buyer set forth in this Agreement Section 3(b) above shall be true and correct in all respects, as of the date hereof material respects at and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and Date; (ii) where Buyer shall have performed and complied with all of its agreements and covenants hereunder and under each of the failure to be so true and correct would not have a Material Adverse Effectother Transaction Documents in all material respects through the Closing; (biii) The covenants and agreements of Seller and the Selling Subs to be performed on no Law (whether temporary, preliminary or before the Closing Date in accordance with this Agreement permanent) shall have been duly performedenacted, except where entered, promulgated or enforced by any Governmental Authority of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the failure to so perform would not have a Material Adverse Effectconsummation of the transactions contemplated by the Transaction Agreements; (civ) Purchaser no action, suit, or proceeding shall have received at the Closing a certificatebe pending or threatened before any Governmental Authority wherein an unfavorable injunction, dated as judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the Closing Date and validly executed on behalf transactions contemplated by this Agreement or under the other Transaction Agreements, or (B) cause any of Seller and each Selling Sub the transactions contemplated by an officer this Agreement or under the other Transaction Documents to be rescinded following consummation; (v) the waiting period (including any extensions thereof) applicable to the consummation of Seller and each Selling Subthe transactions contemplated by this Agreement required pursuant to the HSR Act, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) extent necessary, shall have expired or been satisfiedterminated; (dvi) There Buyer shall not have occurred any Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely delivered to result Seller and Parent the closing deliveries set forth in any Material Adverse EffectSection 2(d); and (evii) Receipt all actions to be taken by Buyer or any Affiliate of Form 2530 clearance by Purchaser Buyer in connection with respect to consummation of the transactions contemplated hereby and under the other Transaction Documents and all 2530 Entities as set forth in Section 5.19 hereof. 8.3 Conditions to Seller's certificates, instruments, and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs other documents required to effect the transactions contemplated hereby shall and under the other Transaction Documents will be subject satisfactory in form and substance to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect; (b) The covenants and agreements of Purchaser to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects except where the failure to so perform would not have a Material Adverse Effect; and (c) Seller and the Selling Subs shall have received at the Closing a certificate, dated the Closing Date and validly executed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfiedParent. 8.4 Conditions to Seller's, the Selling Subs' and Purchaser's Obligations to Effect the HUD TPA Closing. The obligations of Seller, the Selling Subs and Purchaser to consummate the transactions contemplated to be consummated at each HUD TPA Closing is subject to satisfaction or waiver of the following conditions on or before each HUD TPA Closing Date: (a) No Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the applicable HUD TPA Closing; (b) TPA Approval shall have been obtained; and (c) Purchaser shall have received a certificate, dated as of the respective HUD TPA Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.4(a) and Section 8.4(b) have been satisfied.