Pre-Closing Confirmations Clause Samples
The Pre-Closing Confirmations clause requires parties to verify that certain conditions or representations remain true and accurate immediately before the closing of a transaction. Typically, this involves each party providing written confirmation or certification that key obligations, warranties, or facts stated earlier in the agreement are still valid as of the closing date. This process helps ensure that no material changes or undisclosed issues have arisen since the agreement was signed, thereby protecting both parties and reducing the risk of post-closing disputes.
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Pre-Closing Confirmations. Seller shall have obtained documentation or other evidence reasonably satisfactory to Seller confirming the consents and approvals from third parties as may be legally or contractually required for Seller’s consummation of the transactions described herein without breach or default of any material agreement to which Seller is a party.
Pre-Closing Confirmations. WJHC shall have obtained documentation or other evidence reasonably satisfactory to WJHC that WJHC has:
(a) Received approval from all governmental agencies whose approval is required to complete the transactions herein contemplated, including, without limitation, any planning approvals, approvals under the HSR Act and any approvals required by the Order;
(b) Received confirmation from the appropriate state agencies as to hospital licensure and certificate of need matters and reasonable confirmation from all other applicable licensure agencies that upon Closing all licenses required by law to operate the Champion Business as currently operated will be transferred to, or reissued in the name of WJHC;
(c) Obtained reasonable assurances that Medicare and Medicaid certification of the Champion Facilities for their operation by WJHC will be effective as of Closing and that WJHC may participate in and receive reimbursement from such programs effective as of Closing;
(d) Obtained reasonable assurances that a provider contract with Blue Cross in respect of the Champion Business for its operation by WJHC will be entered into effective as of Closing; and
Pre-Closing Confirmations. Sellers shall have obtained or received from Buyer documentation or other evidence reasonably satisfactory to Sellers that Sellers and Buyer have received or will receive all consents, approvals, authorizations and clearances of Governmental Authorities required to consummate the transactions contemplated hereby and that all applicable waiting periods under the HSR Act have expired.
Pre-Closing Confirmations. Buyer shall have obtained documentation or other evidence satisfactory to Buyer in its reasonable discretion that Buyer has:
(a) Received approval from all Government Entities whose approval is required to complete the transactions herein contemplated;
(b) Received written confirmation from all applicable licensure agencies that effective as of the Closing all licenses required by law to operate the Facilities as currently operated will be transferred to, or issued or reissued in the name of, Buyer;
(c) Obtained reasonable assurances that Medicare and Medicaid certification of the Facilities for their operation by Buyer will be effective as of the Closing and that Buyer may participate in and receive reimbursement from such programs effective as of the Closing; and
(d) Obtained the consents and approvals from all non-Government Entities required for the consummation of the transactions described herein.
Pre-Closing Confirmations. Buyer shall have obtained reasonable assurances that following Closing, Buyer will receive all required Approvals and Permits from all Governmental Entities whose approval is required to consummate the transactions herein contemplated, except for any such Approvals and Permits the failure of which to obtain would not have or be reasonably likely to have a material adverse effect on Buyer or the Equity Interest.
Pre-Closing Confirmations. Buyer shall have obtained (i) documentation or other evidence reasonably satisfactory to Buyer that Buyer has received approval from Government Entities to the extent any such approval may be required as a condition to permit Buyer to consummate the transactions herein contemplated, and (ii) such other consents and approvals as may be legally or contractually required for the consummation of the transactions described herein.
Pre-Closing Confirmations. Lessor shall have obtained documentation or other evidence confirming the following:
(a) confirmation and effective transfer or reissuance of the appropriate licensure of the Hospital if and to the extent required by the State of Louisiana for its continued operation after Closing; and
(b) confirmation of Medicare and Medicaid certification of the Hospital if and to the extent required for its continued operation after Closing.
Pre-Closing Confirmations. Buyer shall have obtained documentation or other evidence reasonably satisfactory to Buyer that Buyer has:
(a) Received approval from ORS, DCH and any other Government Entity to the extent their approval is required for the purchase of the Hospital Facilities and Purchased Assets by Buyer;
(b) Received confirmation from DCH that no further Certificate of Need review or approval is required before Buyer acquires the Acute Care Hospital and the SNF; and
(c) Obtained such other consents and approvals as may be material and legally or contractually required for the consummation of the transactions described herein the absence of the receipt of which would constitute a Material Adverse Effect.
Pre-Closing Confirmations. Buyer shall not have received in writing any notice from the California Department of Health Services or any other applicable agencies or licensing authorities that Buyer shall not be issued effective as of or promptly after the Closing a license to operate the Hospital and licenses or permits to provide all presently authorized supplemental and special services.
Pre-Closing Confirmations. As of the Closing Date, Buyer shall have obtained documentation, assurances or other satisfactory evidence that the Parties have received approval from any governmental or regulatory authorities whose approval is required to complete the Transaction including but not limited to those approvals set forth on Schedule 6.2, attached hereto.