Conditions to Close Clause Samples
POPULAR SAMPLE Copied 1 times
Conditions to Close. Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:
(1) All contingencies described in Section 4 below have either been satisfied or waived in writing or deemed waived by the party for whose benefit such conditions run.
(2) All funds and instruments described in this Section 3 and elsewhere in this Agreement have been delivered to the Escrow Holder.
(3) The Title Company (as hereinafter defined) is in a position and is prepared to issue to Purchaser the Title Policy described in Section 5 below.
(4) All representations and warranties made by Seller in Section 8 below and Purchaser in Section 9 below shall be true and correct in all material respects as of the Closing Date.
(5) Purchaser shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Purchaser prior to, or as of, the Closing.
(6) Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or as of, the Closing.
(7) Seller shall, within three (3) days after the mutual execution of this Agreement, request that Tesco Treasury Services PLC (“Tesco”) deliver into Escrow, with a copy to Purchaser, a Demand for Payoff in form and substance satisfactory to Escrow and Title Company (the “Demand”) and a Substitution of Trustee and Deed of Partial Reconveyance (the “Reconveyance”), in form and substance satisfactory to the Title Company to issue the Title Policy and reconvey that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Original Tesco Deed of Trust”) dated as of November 25, 2013, executed by Campus Opco, LLC, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Tesco, as beneficiary, which Original Tesco Deed of Trust was recorded on November 27, 2013 as Instrument No. 2013-0557414 in the Official Records of the County of Riverside, California (the “Official Records”), and re-recorded on December 4, 2013 as Instrument No. 2013-0565907 in the Official Records, which Original Tesco Deed of Trust was amended by that certain Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement (the “Ame...
Conditions to Close. The Parties’ obligation to close this transaction is subject to the satisfaction (or waiver in writing), of the following conditions on and as of the Closing, unless an earlier date is specified:
Conditions to Close. The obligations of Lessors and of Advocat and Lessee to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or prior to the Termination Date or the dates designated elsewhere in this Agreement for the satisfaction of such conditions:
(a) All of the representations and warranties of the parties contained herein shall be true and correct in all material respects as of the date of this Agreement and as of the Termination Date;
(b) As of the Termination Date, each party shall have performed its obligations hereunder and all documents to be made executed and/or delivered on the Termination Date shall have been tendered;
(c) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against any party hereto that would materially and adversely affect the ability of any party hereto to perform its obligations under this Agreement;
(d) There shall exist no pending or threatened action, suit or proceeding with respect to any party hereto before or by any court or administrative agency (i) which seeks to restrain, suspend or prohibit resident admission(s) to a Facility, (ii) which seeks to impose a provisional license or the failure to comply with which could result in the imposition of a provisional license as to any Facility or (iii) 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;
(e) Lessors, Advocat and Lessee shall have obtained all consents, releases and approvals from all third parties from whom such consents, releases or approvals are necessary to consummate the transactions contemplated hereby, including without limitation, the case of Advocat and Lessee, the consent of AmSouth Bank, and in the case of the Lessors, the holders of mortgages on the Facilities;
(f) Each Lessor shall have obtained all of the licenses, permits, approvals and certifications described in Section 10.3, above, necessary for its continued operation as an adult care home of each adult care home Facility to be vacated and surrendered to it by Lessee pursuant to this Agreement; and
Conditions to Close. Closing shall be subject to all of the following conditions ("Conditions to Close") being satisfied:
Conditions to Close. Each party's obligation to consummate the Closing is subject to the satisfaction on or prior to the Closing Date of all of the following conditions:
Conditions to Close. Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:
Conditions to Close. The Bank’s approval of any draw on the Revolving Line and the making of any Loan pursuant to the Closed End Line is contingent on the following: • no material adverse change in the financial condition, operations or prospects of the Borrower or the Practice prior to funding; • completion of the documentation and final terms of the proposed financing satisfactory to the Bank and Bank’s counsel; and • results of all legal due diligence, including lien, judgement and tax search and other matters Lenders may request shall be satisfactory to the Bank and Bank’s counsel.
Conditions to Close. By Buyer or Seller if any condition precedent to its obligation to close has not occurred as of the Closing Date, unless the party seeking to terminate has failed to observe any covenant, agreement or condition precedent to be observed or performed by such party on or before the Closing Date.
Conditions to Close. The obligations of either party to close pursuant to this Agreement are subject to the following conditions having been met, or waived in writing by the other party, at or prior to the Closing Date:
Conditions to Close. A. The obligations of Buyer to proceed with the closing of the transaction herein contemplated are subject to the fulfillment at or prior to the closing of each of the following conditions:
(i) all representations and warranties of Seller made in or pursuant to this Agreement shall be true and correct at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date;
(ii) Seller shall have performed, observed and complied with all the obligations and conditions required by this Agreement to be performed, observed or complied with by him at or prior to the Closing Date;
(iii) there shall be no actions, proceedings, suits or investigations pending or threatened to restrain or prohibit the transaction herein contemplated.
B. The obligations of Seller to proceed with the closing of the transaction herein contemplated are subject to the fulfillment at or prior to the closing of each of the following conditions:
(i) all representations and warranties of Buyer made in or pursuant to this Agreement shall be true and correct at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date; and
(ii) Buyer shall have performed, observed and complied with all of the obligations and conditions required by this Agreement to be performed, observed or complied with by it at or prior to the Closing Date.