Common use of Purchaser Conditions Clause in Contracts

Purchaser Conditions. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions any one or more of which may be waived in writing by Purchaser: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval"). (d) Other than with respect to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which Seller is a party or by which Seller is bound and which will affect or relate to the Real Property, the Personal Property or the Facilities after the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners coverage shall have been issued to Purchaser with respect to the Facilities subject only to the Permitted Encumbrances (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the Surveys. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All obligations of Purchaser’s obligation to consummate the transactions contemplated hereunder at the Closing are conditioned upon the satisfaction (or waiver, as evidenced in writing from Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), in its sole and absolute discretion) of each of the following conditions any one or more of which may be waived in writing by Purchaser:with respect to the Property (the “Purchaser Closing Conditions”): (a) The Sellers’ representations and warranties of Seller contained in this Agreement shall be herein being true and correct at and as of the Closing Date and Sellers’ having obtained (or received a waiver in writing of) any required consents or approvals disclosed in the Disclosure Letter pursuant to Section 9.1.3 to the extent that, in the aggregate for the entire Property, any representations and warranties that were untrue when made or became untrue after the Effective Date and the failure to obtain any such required consents or approvals, taken together, do not constitute a Portfolio Material Adverse Effect on the Property, provided that this condition shall not be deemed to have failed if the representations or warranties are not true as though of the Closing Date with respect to the Property Representations by reason of changed facts or circumstances which, pursuant to the terms of this Agreement, are not expressly prohibited from occurring; provided, however, if any representations and warranties in Section 9.1 that were untrue when made or became untrue after the Effective Date (where such representations and warranties are required to be remade by Sellers at the Closing) result in a Property Material Adverse Effect, then subject to and in accordance with the provisions of Section 8.2, Purchaser shall have the right to exclude the individual Hotel Asset that has suffered the Property Material Adverse Effect from the Property (any such excluded Hotel Asset, an “Excluded R&W Asset”), and upon any such exclusion the corresponding breaches and/or failures shall be deemed automatically cured. “Property Material Adverse Effect” shall mean, with respect to any individual Hotel Asset, any one or more events or conditions with respect to such Hotel Asset, the cumulative effect of which, in the aggregate when combined with all other such events or conditions with respect to such Hotel Asset, results in an adverse effect on the value, use, business, condition (financial or otherwise), prospects or results of operations of such Hotel Asset (including Claims that Purchaser would suffer or incur if it were then again madeto acquire such Hotel Asset at its Allocated Purchase Price) or is reasonably likely to result in a claim or claims, other than any representations or warranties which specifically relate to an earlier periodtaken as a whole, which shall have been true as in each case exceeds ten percent (10%) of the date thereof. Allocated Purchase Price for such Hotel Asset (b) Seller shall have performed all for the avoidance of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereofdoubt, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval"). (d) Other than when determining whether a Property Material Adverse Effect has occurred with respect to a default identified Hotel Asset, events or conditions relevant under all Sections in the Seller Disclosure Letter as respect of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller such determination is being made shall not be in default, where said default cannot be cured by the Closing Datetaken into account; for example, under any mortgagethis Section 8.2.1, contractfor a particular Hotel Asset, lease breaches of representations and warranties in Sections 9.1.7 and 9.1.8 and failures to obtain applicable required consents or other agreement to which Seller is a party or approvals, as well as title matters addressed by which Seller is bound and which will affect or relate to the Real PropertyArticle 3, the Personal Property or the Facilities after the Closing Date. (e) Subject to Purchaser ordering the sameshall be taken into account). “Portfolio Material Adverse Effect” shall mean, a title insurance policy providing for owners coverage shall have been issued to Purchaser with respect to the Facilities subject only Property taken as a whole, any one or more occurrences of a breach of or failure to fulfill on the Permitted Encumbrances part of Sellers any of the representations, warranties, covenants or agreements, as applicable, set forth in this Agreement, the cumulative effect of which, in the aggregate when combined with all other such occurrences, results in an adverse effect on the value, use, business, condition (financial or otherwise), prospects or results of operations of the "Title Insurance Policy"Property (including Claims that Purchaser would suffer or incur if it were to acquire the Property at the Purchase Price) or is reasonably likely to result in a claim or claims, taken as a whole, which exceeds Thirty Million and No/100ths Dollars ($30,000,000.00). “Claim” means any claim, demand, liability, legal action or proceeding, investigation, fine or other penalty, and any damages or losses related thereto (including, without limitation, any loss of property, revenues or business or any loss in value (but not purely speculative losses), damages, mechanics’ liens, liabilities, costs and expenses, reasonable attorneys’ and experts’ fees, court costs, costs of investigation and remediation and charges and disbursements actually and reasonably incurred, as well as the cost of in-house counsel and appeals, but excluding any exemplary or punitive damages). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the Surveys. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions any one or more of which may be waived in writing by Purchaser: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval"). (d) Other than with respect to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which Seller is a party or by which Seller is bound and which will affect or relate to the Real Property, the Personal Property or the Facilities Seller's Assets after the Closing DateClosing. (e) Subject to Purchaser ordering the same, a an ALTA title insurance policy providing for owners extended owner's coverage shall have been issued to Purchaser with respect to the Facilities Hospital subject only to the Permitted Encumbrances Exceptions (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the SurveysSurvey. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions any one or more of which may be waived in writing by Purchaser: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval"). (d) Other than with respect to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, neither Seller nor the Partnership shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which Seller Seller, the Corporation or the Partnership is a party or by which Seller Seller, the Corporation or the Partnership is bound and which will affect or relate to the Real Property, the Personal Property Property, the Hospital or the Facilities Clinics after the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners leasehold coverage shall have been issued to Purchaser with respect to the Facilities Hospital subject only to the Permitted Encumbrances (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the SurveysSurvey. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All The obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below)Date, of each of the following conditions any one or more of which may be waived in writing by Purchaserconditions: (a) The representations and warranties of Seller the respective Sellers, Lyric, Lyric Holdings and IHS contained in this Agreement or in any certificate or document delivered in connection with this Agreement shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereofDate. (b) Seller Sellers shall have paid all costs that Sellers are required to pay pursuant to this Agreement, and Sellers, Lyric and Lyric Holdings shall have performed all of its their respective obligations under this Agreement that are to be performed by it them prior to or as of the Closing Date. (c) Purchaser and Seller the respective Sellers shall have received all governmental licenses, approvals and permits as are necessary to enable Purchaser to lawfully own and the Third Party Consents applicable Seller to lawfully operate the Facility currently owned by it from and Regulatory Approvals after the Closing Date and shall have satisfied any and all conditions to the effectiveness thereof, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval"). (d) Other than Purchaser shall have received and shall be satisfied with (i) the Phase I environmental assessments with respect to a default identified in the Seller Disclosure Letter as of Real Property and the date of this Agreement or any defaults identified after Facilities and (ii) the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, MAI Appraisals. (e) Each Seller shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which such Seller is a party or by which such Seller is bound and which will affect that materially affects or relate relates to the Real Property, the Personal Property or the Facilities after the Closing DateFacilit(y)(ies) owned by such Seller. (ef) Subject to Purchaser ordering the same, a title insurance policy providing for owners coverage A Title Insurance Policy shall have been issued to Purchaser with respect to the Facilities subject only to the Permitted Encumbrances (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the Surveys. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results each of the UCC SearchesFacilities. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions any one or more of which may be waived in writing by Purchaser: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereofApprovals, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval")) and shall have satisfied any and all conditions to the effectiveness thereof. (d) Other than with respect to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which Seller is a party or by which Seller is bound and which will affect or relate to the Real Property, the Personal Property Property, the Hospital or the Facilities Clinic after the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners leasehold coverage shall have been issued to Purchaser with respect to the Facilities Hospital subject only to the Permitted Encumbrances Exceptions (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the SurveysSurvey. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions any one or more of which may be waived in writing by Purchaser: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereofApprovals, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval")) and shall have satisfied any and all conditions to the effectiveness thereof. (d) Other than with respect to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which Seller is a party or by which Seller is bound and which will affect or relate to the Real Property, the Personal Property Property, the Hospital or the Facilities Clinics after the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners leasehold coverage shall have been issued to Purchaser with respect to the Facilities Hospital subject only to the Permitted Encumbrances Exceptions (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the SurveysSurvey. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions any one or more of which may be waived in writing by Purchaser: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval"). (d) Other than with respect to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, neither Seller nor the Corporation shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which Seller or the Corporation is a party or by which Seller or the Corporation is bound and which will affect or relate to the Real Property, the Personal Property or the Facilities Clinic after the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners coverage shall have been issued to Purchaser with respect to the Facilities subject only to the Permitted Encumbrances (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the Surveys. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (hf) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (ig) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All The respective obligations of Purchaser under this Agreement the Purchasers hereunder in connection with the Closing are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions being met, any one or more of which such condition may be waived by a Purchaser in writing by Purchaserits sole discretion: (ai) The the accuracy in all material respects when made and on the Closing Date of the representations and warranties of Seller the Company contained herein (except for those which by their terms specifically refer to an earlier date, in this Agreement shall be true and correct at and as of the Closing Date as though which case such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true and correct in all material respects as of the date thereof.such earlier date); (bii) Seller shall have performed all obligations, covenants and agreements of its obligations under this Agreement that are the Company required to be performed by it at or prior to or the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement, except as to the delivery of the Securities under Section 2.2(a)(vi) to Purchasers who are Deferral Purchasers as provided in Section 2.2(c), which shall not be required until after Shareholder Approval has been obtained; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) as of the Closing Date., Nasdaq shall have approved the additional listing with respect to the Shares, the Conversion Shares, and the Warrant Shares, subject to Shareholder Approval; (cvi) Purchaser the Company and Seller shall have received the Third Party Consents and Regulatory Approvals and ▇▇▇▇▇▇▇▇ shall have satisfied any and all conditions precedent to the effectiveness thereofclosing of the Acquisition as set forth in the Acquisition Agreement, includingexcept for the Closing of the sale of the Securities under this Agreement, but not limited to, if applicable, change which is a condition to the closing of ownership approval the Acquisition and is to occur simultaneously with the consummation of the Acquisition; and (vii) from the California Department of Health Services (the "CHOW Approval"). (d) Other than with respect date hereof to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller shall not be in default, where said default cannot be cured by the Closing Date, under trading in the Common Stock shall not have been suspended by the Commission or the Company's principal Trading Market (except for any mortgagesuspension of trading of limited duration agreed to by the Company, contract, lease or other agreement to which Seller is a party or by which Seller is bound and which will affect or relate suspension shall be terminated prior to the Real PropertyClosing) and, the Personal Property or the Facilities after at any time prior to the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners coverage trading in securities generally as reported by Bloomberg L.P. shall not have been issued to Purchaser with respect to the Facilities subject only to the Permitted Encumbrances (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the Surveys. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfiedsuspended or limited, or pursuant to Paragraph 10.01(a) minimum prices shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall not have been complied with and established on securities whose trades are reported by such service, or on any Trading Market, nor shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall a banking moratorium have been completed and declared either by the United States or New York State authorities nor shall there have been constructed occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in a good and workmanlike and lien free manner and Seller shall have delivered its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Purchaser duly executed lien releases with respect theretoSecurities at the Closing.

Purchaser Conditions. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions any one or more of which may be waived in writing by Purchaser: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval"). (d) Other than with respect to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, neither Seller nor the Partnership shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which Seller Seller, the Corporation or the Partnership is a party or by which Seller Seller, the Corporation or the Partnership is bound and which will affect or relate to the Real Property, the Personal Property or the Facilities Hospital after the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners coverage shall have been issued to Purchaser with respect to the Facilities subject only to the Permitted Encumbrances (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the Surveys. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (hf) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (ig) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions any one or more of which may be waived in writing by Purchaser: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval"). (d) Other than with respect to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller shall not be in default, where said default cannot be cured by the Closing Date, under any mortgage, contract, lease or other agreement to which Seller is a party or by which Seller is bound and which will affect or relate to the Real Property, the Personal Property or the Facilities Seller's Assets after the Closing DateClosing. (e) Subject to Purchaser ordering the same, a an ALTA title insurance policy providing for owners extended owner's coverage shall have been issued to Purchaser with respect to the Facilities Hospital Condominium Unit subject only to the Permitted Encumbrances Exceptions (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the SurveysSurvey. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.

Purchaser Conditions. All The respective obligations of Purchaser under this Agreement the Purchasers hereunder in connection with the Closing are subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), of each of the following conditions being met, any one or more of which such condition may be waived by a Purchaser in writing by Purchaserits sole discretion: (ai) The the accuracy in all material respects when made and on the Closing Date of the representations and warranties of Seller the Company contained herein (except for those which by their terms specifically refer to an earlier date, in this Agreement shall be true and correct at and as of the Closing Date as though which case such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true and correct in all material respects as of the date thereof.such earlier date); (bii) Seller shall have performed all obligations, covenants and agreements of its obligations under this Agreement that are the Company required to be performed by it at or prior to or the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) as of the Closing Date., Nasdaq shall have approved the additional listing with respect to the Conversion Shares and the Warrant Shares, subject to Shareholder Approval; (cvi) Purchaser the Company and Seller shall have received the Third Party Consents and Regulatory Approvals and Bird & ▇▇▇▇▇▇, Inc. shall have satisfied any and all conditions precedent to the effectiveness thereofclosing of the Acquisition as set forth in the Acquisition Agreement, includingexcept for the Closing of the sale of the Securities under this Agreement, but not limited to, if applicable, change which is a condition to the closing of ownership approval the Acquisition and is to occur simultaneously with the consummation of the Acquisition; and (vii) from the California Department of Health Services (the "CHOW Approval"). (d) Other than with respect date hereof to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller shall not be in default, where said default cannot be cured by the Closing Date, under trading in the Common Stock shall not have been suspended by the Commission or the Company's principal Trading Market (except for any mortgagesuspension of trading of limited duration agreed to by the Company, contract, lease or other agreement to which Seller is a party or by which Seller is bound and which will affect or relate suspension shall be terminated prior to the Real PropertyClosing) and, the Personal Property or the Facilities after at any time prior to the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners coverage trading in securities generally as reported by Bloomberg L.P. shall not have been issued to Purchaser with respect to the Facilities subject only to the Permitted Encumbrances (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the Surveys. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfiedsuspended or limited, or pursuant to Paragraph 10.01(a) minimum prices shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall not have been complied with and established on securities whose trades are reported by such service, or on any Trading Market, nor shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall a banking moratorium have been completed and declared either by the United States or New York State authorities nor shall there have been constructed occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in a good and workmanlike and lien free manner and Seller shall have delivered its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Purchaser duly executed lien releases with respect theretoSecurities at the Closing.

Purchaser Conditions. All obligations of Purchaser Purchaser’s obligation under this Agreement are to purchase the Property is subject to the fulfillment, prior to or as of the Outside Closing Date (as defined below), fulfillment of each of the following conditions any one or more conditions, subject, however to the provisions of which may be waived in writing by Purchaser:Section 8(c): (ai) The representations and warranties of Seller contained in this Agreement herein shall be true materially true, accurate and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Seller shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date; (ii) Seller shall have delivered all the documents and other items required by Section 9 (including without limitation estoppel certificates that comply with the provisions of Section 11(c)) and shall have performed in all material respects all other covenants, undertakings and obligations, and complied in all material respects with all conditions required by this Agreement to be performed or complied by Seller at or prior to the Closing. (ciii) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions Title to the effectiveness thereof, including, but not limited to, if applicable, change of ownership approval from the California Department of Health Services (the "CHOW Approval").Property shall be as required under this Agreement; and (div) Other than with respect On or prior to a default identified in the Seller Disclosure Letter as of the date of this Agreement or any defaults identified after the date of this Agreement in any amendments to the Seller Disclosure Letter, which amendments are not objected to by Purchaser, Seller shall not be in default, where said default cannot be cured by the Closing Date, (A) Seller shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have been discharged prior to the Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date; (B) Seller shall not have admitted in writing an inability to pay its debts as they mature; (C) Seller shall not have made a general assignment for the benefit of creditors; (D) Seller shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Seller; and (E) Seller shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any mortgagesuch law, contractor had any petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, lease cancelled or other agreement terminated prior to which Seller is a party or by which Seller is bound and which will affect or relate to the Real Property, the Personal Property or the Facilities after the Closing Date. (e) Subject to Purchaser ordering the same, a title insurance policy providing for owners coverage shall have been issued to Purchaser with respect to the Facilities subject only to the Permitted Encumbrances (the "Title Insurance Policy"). (f) Subject to Purchaser ordering the same, Purchaser shall be satisfied or, pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the Surveys. (g) Subject to Purchaser ordering the same, Purchaser shall be satisfied, or pursuant to Paragraph 10.01(a) shall be deemed to be satisfied, with the results of the UCC Searches. (h) If applicable, the filing and waiting period requirements under the HSR Act shall have been complied with and shall have expired or terminated. (i) The closing of the transactions which are the subject of the Other Agreements shall have occurred. (j) The Sacramento Addition shall have been completed and shall have been constructed in a good and workmanlike and lien free manner and Seller shall have delivered to the Purchaser duly executed lien releases with respect thereto.