Common use of Condition to Parties' Obligation to Close Clause in Contracts

Condition to Parties' Obligation to Close. In addition to all other conditions set forth herein, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transaction contemplated hereunder shall be contingent upon the following: (1) The other party's representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date; (2) As of the Closing Date, the other party shall have performed its obligations hereunder in all material respects and all deliveries to be made at Closing have been tendered; (3) As of the Closing Date, there shall exist no pending action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; and (4) Simultaneously with the execution of this Agreement, Purchaser and HCMC shall have each executed and delivered to each other and to Seller a fully executed original ERISA certificate in the form of EXHIBIT I attached hereto.

Condition to Parties' Obligation to Close. In addition to all other conditions set forth herein, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transaction contemplated hereunder shall be contingent upon the following: (1a) The other party's representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date; (2b) As of the Closing Date, the other party shall have performed its obligations hereunder in all material respects and all deliveries to be made at Closing have been tendered; (3c) As of the Closing Date, there shall exist no pending action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; and (4d) Simultaneously with the execution of this Agreement, Purchaser and HCMC shall have each executed and delivered to each other and to Seller a fully executed original ERISA certificate in the form of EXHIBIT I Exhibit F attached hereto.

Condition to Parties' Obligation to Close. In addition to all other conditions set forth herein, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transaction contemplated hereunder shall be contingent upon the following: (1a) The other party's representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date; (2b) As of the Closing Date, the other party shall have performed its obligations hereunder in all material respects and all deliveries to be made at Closing have been tendered; (3c) As of the Closing Date, there shall exist no pending or known threatened action, suit or proceeding with respect to the other party or the Property (except to the extent covered by insurance) before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; and; (4d) Simultaneously with On or prior to the execution expiration of this Agreementthe Due Diligence Period, Purchaser and HCMC shall have each executed obtained final approval of the transaction contemplated by this Agreement from Purchaser's Board of Directors ("Board Approval") and shall have delivered to each other and to Seller a fully executed original ERISA certificate in the form copy of EXHIBIT I attached heretosuch authorizing resolution.

Condition to Parties' Obligation to Close. In addition to all other conditions set forth hereinin this Agreement, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transaction contemplated hereunder shall be contingent upon the following: (1a) The other party's ’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date; (2b) As of the Closing Date, the other party shall have performed its obligations hereunder in all material respects and all deliveries to be made at Closing by such other party have been tendered; (3c) As of the Closing Date, there shall exist no pending action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby; and (4d) Simultaneously with As of the execution Closing Date, the Title Company shall be prepared to deliver to Purchaser an initialed xxxx-up of this Agreementthe Title Commitment, extending the effective date to the Closing Date, insuring Purchaser as owner of the Real Property, and HCMC shall have each executed and delivered to each removing all exceptions other and to Seller a fully executed original ERISA certificate in the form of EXHIBIT I attached heretothan Permitted Exceptions.