Common use of Conditions to Purchaser’s Obligation to Close Clause in Contracts

Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Purchaser at or prior to Closing: (a) Seller shall have performed in all material respects all of its obligations under this Agreement which are required to be performed at or prior to Closing. (b) All representations and warranties of Seller set forth in Article V of this Agreement shall have been true and correct in all material respects as of the Contract Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (c) Seller shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 8.02(a). (d) The Operating Tenants, NY License Holders, Manager and/or their respective Affiliates shall have obtained all of the Healthcare Permits necessary for the operation of the Facilities after the Closing. (e) All lender consents required under the documents evidencing the Existing Owner Financing shall have been obtained.

Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Purchaser at or prior to Closing: (a) Seller shall have performed in all material respects all of its obligations under this Agreement which are required to be performed at or prior to Closing. (b) All representations and warranties of Seller set forth in Article V of this Agreement shall have been true and correct in all material respects as of the Contract Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (c) Seller shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 8.02(a). (d) The Operating Tenants, NY License HoldersTenant, Manager and/or their respective Affiliates shall have obtained all of the Healthcare Permits necessary for the operation of the Facilities after the Closing. (e) All lender consents required under the documents evidencing the Existing Owner Financing shall have been obtained.

Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Purchaser at or prior to Closing: (a) Seller shall have performed in all material respects all of its obligations under this Agreement which are required to be performed at or prior to Closing. (b) All representations and warranties of Seller set forth in Article V of this Agreement shall have been true and correct in all material respects as of the Contract Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (c) Seller shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 8.02(a). (d) The Operating Tenants, NY License Holders, Manager and/or their respective Affiliates shall have obtained all of the Healthcare Permits necessary for the operation of the Facilities after the Closing. (e) All lender consents required under the documents evidencing the Existing Owner Financing shall have been obtained. (f) Seller shall obtain from RCG LV Debt IV Non-REIT Assets Holdings, LLC (the “Lender”) a release from the Lien related to that certain Pledge and Security Agreement between Seller and Lender dated June 29, 2012, which agreement collateralized a mezzanine loan between the Lender and the Seller dated as of the same date.

Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Purchaser at or prior to Closing: (a) Seller shall have performed in all material respects all of its obligations under this Agreement which are required to be performed at or prior to Closing. (b) All representations and warranties of Seller set forth in Article V of this Agreement shall have been true and correct in all material respects as of the Contract Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (c) Seller shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 8.02(a). (d) The Operating Tenants, NY License Holders, Manager and/or their respective Affiliates shall have obtained all of the Healthcare Permits necessary for the operation of the Facilities after the Closing. (e) All lender consents required under the documents evidencing the Existing Owner Financing shall have been obtained.