Common use of Conditions Precedent to Purchaser’s Performance Clause in Contracts

Conditions Precedent to Purchaser’s Performance. (a) Purchaser’s obligations hereunder, including the obligation to purchase and pay for the Premises, are subject to the satisfaction of the following conditions, any of which may be waived by Purchaser, but only in a writing signed by Purchaser: (i) All of Seller’s representations and warranties being true and correct as of the Closing Date; (ii) no material adverse changes in the physical condition of the Premises or the results of operations thereof shall have occurred and the Premises shall be in the same condition at the Closing as of the Effective Date, ordinary and reasonable wear and tear excepted; (iii) no portion of the Premises shall have been condemned or sold in lieu thereof or be the subject of any pending or threatening condemnation proceeding or subject to any pending or threatening legislation, regulation, rezoning or zoning amendment, moratorium or referendum; and (iv) Seller shall have performed all of the obligations required by this Agreement to be performed by Seller and all of the obligations required by a Purchase and Sale Agreement of even or near date between Seller and 000 Xxxx Xxxxxx, XXX, pertaining to certain property owned by Seller and located at or about 000 Xxxx Xxxxxx in Paris, Maine, and such agreement shall not have been terminated. (b) If any of the conditions set forth above are, in Purchaser’s sole discretion, not satisfied, Purchaser may, by giving written notice to Seller on or before the Closing Date, elect (i) to waive such condition and proceed with the Closing or (ii) to terminate this Agreement. The foregoing notwithstanding, if such contingency is not satisfied and such dissatisfaction arises as a result of any act or omission of Seller in violation of this Agreement, Purchaser may exercise all remedies available to it, in law or in equity, against Seller for breach of this Agreement.

Conditions Precedent to Purchaser’s Performance. (a) Purchaser’s obligations hereunder, including the obligation to purchase and pay for the Premises, are subject to the satisfaction of the following conditions, any of which may be waived by Purchaser, but only in a writing signed by Purchaser: (i) All of Seller’s representations and warranties being true and correct as of the Closing Date; (ii) no material adverse changes in the physical condition of the Premises or the results of operations thereof shall have occurred and the Premises shall be in the same condition at the Closing as of the Effective Date, ordinary and reasonable wear and tear excepted; (iii) no portion of the Premises shall have been condemned or sold in lieu thereof or be the subject of any pending or threatening condemnation proceeding or subject to any pending or threatening legislation, regulation, rezoning or zoning amendment, moratorium or referendum; and (iv) Seller shall have performed all of the obligations required by this Agreement to be performed by Seller and all of the obligations required by a Purchase and Sale Agreement of even or near date between Seller and 000 Xxxx Xxxxxx947 Waterford Road, XXXLLC, pertaining to certain property owned by Seller and located at or about 000 Xxxxxxxxx Xxxx Xxxxxx in ParisWaterford, Maine, and such agreement shall not have been terminated. (b) If any of the conditions set forth above are, in Purchaser’s sole discretion, not satisfied, Purchaser may, by giving written notice to Seller on or before the Closing Date, elect (i) to waive such condition and proceed with the Closing or (ii) to terminate this Agreement. The foregoing notwithstanding, if such contingency is not satisfied and such dissatisfaction arises as a result of any act or omission of Seller in violation of this Agreement, Purchaser may exercise all remedies available to it, in law or in equity, against Seller for breach of this Agreement.

Conditions Precedent to Purchaser’s Performance. The obligation of Purchaser to close the transaction described in this Contract, unless waived in writing by Purchaser, shall be subject to the following conditions precedent: (a) Purchaser’s obligations hereunder, including All the obligation to purchase and pay for the Premises, are subject to the satisfaction of the following conditions, any of which may be waived by Purchaser, but only in a writing signed by Purchaser: (i) All of Seller’s representations and warranties being of Seller set forth in this Contract shall be true and correct as of the date hereof and on the Closing Date; (iib) Seller shall not have, on or prior to the Closing Date, failed to meet, comply with or perform any covenants or agreements of Seller required by the terms of this Contract or the Performance Agreement; (c) There shall be no material adverse changes change in the physical matters reflected on the Title Commitment or Survey from those matters appearing therein on the date of the expiration of the Inspection Period (except those changes requested by Purchaser in its Title Defect Notice); (d) The environmental condition of the Premises or the results of operations thereof shall have occurred and the Premises shall be in the same condition at Property on the Closing as Date shall not be substantially and adversely changed from what existed on the earlier of (i) the effective date of any environmental report obtained by Purchaser and (ii) the expiration of the Effective Date, ordinary and reasonable wear and tear excepted; (iii) no portion of the Premises shall have been condemned or sold in lieu thereof or be the subject of any pending or threatening condemnation proceeding or subject to any pending or threatening legislation, regulation, rezoning or zoning amendment, moratorium or referendumInspection Period; and (e) On the date of Closing, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to increase substantially ad valorem taxes theretofore or thereafter assessed against the Land for which Purchaser will be liable, or (iv) Seller shall have performed all to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable to the obligations required by this Agreement to be performed by Seller and all of Land. In the obligations required by a Purchase and Sale Agreement of even or near date between Seller and 000 Xxxx Xxxxxx, XXX, pertaining to certain property owned by Seller and located at or about 000 Xxxx Xxxxxx in Paris, Maine, and such agreement shall not have been terminated. (b) If event that any of the above conditions set forth above are, are not satisfied or waived in Purchaser’s sole discretion, not satisfiedwriting by Purchaser on or prior to the Closing Date, Purchaser may, may terminate this Contract by giving delivery of a written termination notice to Seller on or before the Closing Date, elect (i) in which event of termination neither party thereafter shall have any further rights or obligations to waive such condition and proceed with the Closing or (ii) to terminate each other under this Agreement. The foregoing notwithstanding, if such contingency is not satisfied and such dissatisfaction arises as a result of any act or omission of Seller in violation of this Agreement, Purchaser may exercise all remedies available to it, in law or in equity, against Seller for breach of this AgreementContract.

Conditions Precedent to Purchaser’s Performance. In addition to the other conditions precedent to Purchaser’s obligations to proceed to Closing enumerated in this Agreement, the following shall be additional conditions precedent to Purchaser’s obligation to close hereunder: (a) Purchaser’s obligations hereunder, including the obligation to purchase and pay for the Premises, are subject to the satisfaction of the following conditions, any of which may be waived by Purchaser, but only in a writing signed by Purchaser: HCN shall have (i) All of Seller’s representations and warranties being true and correct as entered into an agreement reasonably satisfactory to Purchaser whereby Purchaser shall enter into a new lease of the Closing Date; Facilities with HCN (with the HCN Lease with Seller being simultaneously terminated); (ii) no entered into an agreement satisfactory to Purchaser whereby HCN shall fund to Purchaser an amount equal to the Purchase Price; and (iii) funded the full amount of the Purchase Price. (b) Seller shall not be in material adverse changes breach of the covenants contained in Article 6 hereof or of any other obligation of Seller hereunder. (c) Purchaser shall have received each of the agreements, instruments and other deliveries set forth in Section 8.2. (d) The physical condition of the Premises or the results of operations thereof shall have occurred and the Premises each Facility shall be in substantially the same condition at on the Closing Date as on the expiration of the Effective DateInspection Period, ordinary and reasonable wear and tear excepted;, unless the alteration of said physical condition is the result of Damage and/or Eminent Domain Event (as such terms are defined in Article 10 hereof). (iiie) At Closing, there shall be no portion litigation, administrative agency or governmental proceeding of any kind whatsoever, pending or threatened, that, after Closing, would materially and adversely affect the value or marketability of any Facility, or the ability of Purchaser to operate any Facility in the manner it is being operated on the Effective Date. Without limitation of the Premises shall have been condemned or sold in lieu thereof or be the subject of any pending or threatening condemnation proceeding or subject to any pending or threatening legislationforegoing, regulationat Closing, rezoning or zoning amendment, moratorium or referendum; and (iv) Seller shall have performed all of the obligations required by this Agreement to be performed by Seller and all of the obligations required by a Purchase and Sale Agreement of even or near date between Seller and 000 Xxxx XxxxxxPermits, XXX, pertaining to certain property owned by Seller and located at or about 000 Xxxx Xxxxxx in Paris, MaineOperator Licenses, and such agreement Operator Approvals shall not be in good standing and neither Seller nor any Facility shall have been terminatedreceived any written notice alleging or advising of any violation of any Permits or Operator Licenses other than non-material health safety and life safety deficiency notices. (bf) If any of the conditions set forth above are, in Purchaser’s sole discretion, not satisfied, Purchaser may, by giving written notice to Seller on or before On the Closing Date, elect no proceedings shall be pending or threatened that could or would involve the material change, redesignation, redefinition or other modification of the zoning classifications of (or any building, environmental, or code requirements applicable to) any Facility, or any portion thereof. (g) As of the Closing Date, the representations and warranties made by Seller to Purchaser as of the Effective Date shall be true, accurate and correct as if specifically remade on the Closing Date. (h) At Closing, the Title Company shall issue the Title Policy insuring Purchaser as the owner of the leasehold estate created by the HCN Lease in the amount of the Purchase Price, with all standard and general printed exceptions deleted so as to afford full “extended form coverage,” subject only to exceptions which will not have a materially adverse effect upon the operation or value of the Facilities, which Title Policy shall further include those endorsements reasonably required by Purchaser at Purchaser’s expense and to the extent available in the jurisdictions in which the respective Facilities are located. (i) Assuming Purchaser shall have filed all petitions, notices, and applications to waive such obtain Operator Approvals from Governmental Authorities that are either a condition and proceed of the transfer of the Facilities to Purchaser or necessary for Purchaser to obtain in connection with the use, operation and ownership of the Facilities from and after Closing as assisted living or (ii) to terminate this Agreement. The foregoing notwithstanding, if such contingency is not satisfied and such dissatisfaction arises as a result of any act or omission of Seller in violation of this Agreementmemory care facilities, Purchaser may exercise all remedies available shall not have received any written or verbal notice(s) from any such Governmental Authorities objecting to itthe filings or indicating that the Transfer Approvals will not be granted on or after the Closing Date. (j) There shall not have occurred or there shall not exist any events, changes, set of circumstances or conditions having or which reasonably could be likely to have a Material Adverse Effect. (k) Final documents (such as lender consent to transfer and subordination, non-disturbance and attornment agreement) evidencing the approval of the transfers set forth in law or in equity, against Seller for breach of this AgreementAgreement shall have been received from the lender holding mortgages on the Facilities.