Common use of Pre-Closing Clause in Contracts

Pre-Closing. Between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Seller, Purchaser agrees that: i. Purchaser will not take any action inconsistent with its obligations under this agreement or which could hinder or delay the consummation of the transaction contemplated by this Agreement; ii. Within ten ( 10) days after its receipt of the UCC-1 Search Report, the Title Report and the Survey, Purchaser shall advise Seller in writing of its objections, if any, to each of the UCC-1 Search Report, the Title Report and the Survey. In the event Purchaser fails to notify Seller in writing of Purchaser's objections within said ten (10) day period, Purchaser shall be deemed to have waived its right to object. Within five (5) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser whether it intends to correct the defects to which Purchaser has objected. Seller shall be obligated to act in good faith in responding to Purchaser's title objections. For purposes hereof, Seller shall be deemed to have failed to act in good faith if its refuses to correct any matter which is the subject of such title objections where the only costs to it in doing are normal filing or recording fees or delivery charges and where the objections relate to liens which appear of record but relate to previously discharged debt or other minor defects in record title. If Seller refuses to correct some or all of such defects, Purchaser shall have five (5) days to advise Seller of its decision to close, notwithstanding the defects, or to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than Seller's obligation to return or to direct the return of Purchaser's Xxxxxxx Money. Any matter reflected in the UCC1 Search Report, the Title Report or the Survey not objected to in accordance with the terms hereof shall be deemed accepted by Purchaser and to be "Permitted Exceptions" (herein so called). Notwithstanding anything contained herein to the contrary, in the event Seller requires additional time to prepare either the Survey or the Title Report, then Seller shall have such additional time to deliver the same to Purchaser, however, in no event shall such extension be longer than fifteen ( 15) additional days; iii. Purchaser will proceed with all due diligence to obtain all consents and approvals necessary to permit the consummation of the transaction contemplated by this Agreement and/or necessary to permit Purchaser to own and to operate the Facility, including, but not limited to, a license from the Florida Department of Health and Rehabilitative Services; iv. Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations and to complete the same within ninety (90) days after the date of this Agreement with respect to the Stock, the Corporation's Assets and the Corporation's Liabilities as it deems to be reasonably necessary in connection with its purchase thereof, including, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports and investigations of the Corporation's and the Facility's books and records and operations, including a review of the licensure files maintained by the State of Florida with respect to the Facility to the extent the same are publicly available, and structural inspections, provided no investigations will be physically intrusive on the Real Property or the Facility unless Seller consents thereto, which consent shall not be unreasonably withheld (the "Due Diligence Review"); provided, however, nothing herein shall be construed as amending or modifying in any manner the representations or warranties of Seller set forth in this Agreement, which representations and warranties shall be separate from and unaffected by Purchaser's Due Diligence Review; and provided, further, that Purchaser shall maintain the confidentiality of any documents or information obtained by it during the course of its Due Diligence Review and shall return the same to Seller in the event the transaction provided for herein fails close for any reason whatsoever Purchaser shall indemnify, defend and hold Seller and the Corporation harmless of and from any and all losses, liabilities, costs, expenses (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, liens, claims (including, without limitation mechanics' or materialmans' liens or claims of liens), actions and causes of action arising from or relating to Purchaser's (or Purchaser's Agents, employees, or representatives) entering on the Real Property and/or the Facility to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwise. The foregoing indemnity shall expressly survive the Closing or the earlier termination of this Agreement; and v. Within fifteen (15) days after the later of the date hereof or the date of their delivery to Purchaser, Purchaser will advise Seller in writing which, if any of the Operating Contracts it elects to assume by virtue of its acquisition of the Stock as of the Closing Date and Seller shall thereafter cause the Corporation to terminate prior to the Closing Date any such Operating Contracts which Purchaser does not elect to assume.

Pre-Closing. Between the date hereof and the Closing Date, except as contemplated by this Agreement or with the prior written consent of Seller, Purchaser agrees thatPurchaser: i. (i) Sellers will not enter into any operating contracts or service agreements in connection with the operation of the Facilities; (ii) Sellers will not enter into any Resident Agreements for the Facilities; (iii) Sellers will not enter into any employment agreements in connection with the operation of the Facilities; (iv) Other than as set forth in Paragraph 4, Sellers will satisfy and discharge all claims, liens, security interests, tenancies (other than any Operating Contracts which Purchaser elects to assume at Closing pursuant to the terms hereof, the Lease and the Resident Agreements), and encumbrances on Sellers’ Assets; (v) Each Seller will file all tax returns, reports and filings of any kind or nature required to be filed by each Seller and will timely pay all taxes or other obligations which are due and payable with respect to Sellers’ Assets; (vi) Sellers will not take any action inconsistent with its obligations under this agreement Agreement or which could hinder or delay the consummation of the transaction transactions contemplated by this Agreement; ii. (vii) Sellers will not sell or agree to sell any of the items which comprise the Personal Property nor otherwise enter into any agreement materially affecting any of the Sellers’ Assets; (viii) Sellers will maintain in force the existing hazard and liability insurance policies, or comparable coverage, for the Sellers’ Assets as now may be in effect; (ix) Sellers will not enter into any contract or commitment affecting the Sellers’ Assets except in the ordinary course of business and any such contract or commitment shall be terminable prior to closing and Sellers will advise Purchaser by written notice of any contracts or commitments which it enters, whether in the ordinary course of business or otherwise and Seller shall terminate such contracts or commitments prior to closing if Purchaser so requests; (x) Sellers will timely pay all obligations which are due and payable with respect to the Sellers’ Assets; (xi) Sellers will take all necessary action to achieve compliance with any laws, regulations, ordinances, standards and orders applicable to the Sellers’ Assets which are enacted after execution of this Agreement and prior to Closing; (xii) Within ten ( 10twenty (20) days after its receipt following the mutual execution of this Agreement, Sellers will (a) deliver to Purchaser a UCC-1 search report covering the name of Sellers and the name of the UCC-1 Search ReportFacilities, the Title Report and the Survey, Purchaser shall advise Seller in writing of its objections, if any, to each a copy of the UCC-1 Search Reportexisting surveys with respect to the Real Property prepared (the “Survey”), and (c) if requested, arrange with the Escrow Agent for the issuance and delivery to Purchaser and to Purchaser’s attorney of a title report or commitment covering the Real property, together with copies of all exception documents referenced therein (the “Title Report and the Survey. In the event Purchaser fails to notify Seller in writing of Purchaser's objections within said ten Commitment”); (10xiii) day period, Purchaser shall be deemed to have waived its right to object. Within At least five (5) days of Seller's receipt of Purchaser's objectionsprior to the Closing Date, Seller Sellers shall advise deliver to Purchaser whether it intends to correct the defects to which an updated UCC-1 search report; (xiv) Sellers will provide Purchaser has objected. Seller shall be obligated to act in good faith in responding to Purchaser's title objections. For purposes hereof, Seller shall be deemed to have failed to act in good faith if its refuses to correct any matter which is the subject of such title objections where the only costs to it in doing are normal filing or recording fees or delivery charges and where the objections relate to liens which appear of record but relate to previously discharged debt or other minor defects in record title. If Seller refuses to correct some or all of such defects, Purchaser shall have five within twenty (520) days to advise Seller of its decision to close, notwithstanding following the defects, or to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than Seller's obligation to return or to direct the return of Purchaser's Xxxxxxx Money. Any matter reflected in the UCC1 Search Report, the Title Report or the Survey not objected to in accordance with the terms hereof shall be deemed accepted by Purchaser and to be "Permitted Exceptions" (herein so called). Notwithstanding anything contained herein to the contrary, in the event Seller requires additional time to prepare either the Survey or the Title Report, then Seller shall have such additional time to deliver the same to Purchaser, however, in no event shall such extension be longer than fifteen ( 15) additional days; iii. Purchaser will proceed with all due diligence to obtain all consents and approvals necessary to permit the consummation of the transaction contemplated by this Agreement and/or necessary to permit Purchaser to own and to operate the Facility, including, but not limited to, a license from the Florida Department of Health and Rehabilitative Services; iv. Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations and to complete the same within ninety (90) days after the date mutual execution of this Agreement with respect copies of the following documents relating to the Stock, the Corporation's Assets Real Property and the Corporation's Liabilities as it deems to be reasonably necessary in connection with its purchase thereof, including, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports and investigations of the Corporation's and the Facility's books and records and operations, including a review of the licensure files maintained by the State of Florida with respect to the Facility Facilities to the extent the same are publicly availablein Sellers’ possession or reasonable control (collectively, the “Property Documents”): all environ­mental reports, structural reports and structural inspectionsgeological reports, provided no investigations will be physically intrusive on governmental licenses, permits and approvals, service and maintenance contracts not previously delivered, existing surveys of the Real Property, wetland reports, soils reports, architectural drawings, engineering tests and reports, all appraisals prepared for the Real Property or the Facility unless Seller consents thereto, which consent shall not be unreasonably withheld (the "Due Diligence Review"); provided, however, nothing herein shall be construed as amending or modifying in any manner the representations or warranties of Seller set forth in this Agreement, which representations and warranties shall be separate from and unaffected by Purchaser's Due Diligence Review; and provided, further, that Purchaser shall maintain the confidentiality of any documents or information obtained by it during the course of its Due Diligence Review and shall return the same to Seller in the event the transaction provided for herein fails close for any reason whatsoever Purchaser shall indemnify, defend and hold Seller and the Corporation harmless of and from any Facilities, and all losses, liabilities, costs, expenses (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, liens, claims (including, without limitation mechanics' or materialmans' liens or claims of liens), actions and causes of action arising from or relating to Purchaser's (or Purchaser's Agents, employees, or representatives) entering on loan documents evidencing the Real Property and/or the Facility to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwise. The foregoing indemnity shall expressly survive the Closing or the earlier termination of this AgreementExisting Loans; and v. Within fifteen (15xv) days after If Purchaser assumes the later Existing Loans, Sellers shall cooperate in good faith with Purchaser in obtaining the consent of the date hereof or the date of their delivery Existing Lender to Purchaser, Purchaser will advise Seller in writing which, if any ’s assumption of the Operating Contracts it elects to assume by virtue of its acquisition of the Stock as of the Closing Date and Seller shall thereafter cause the Corporation to terminate prior to the Closing Date any such Operating Contracts which Purchaser does not elect to assumesaid loans.

Pre-Closing. Between Prior to the date hereof Closing, 6.1.1 if all of the conditions to Purchaser’s obligation to proceed to Closing are satisfied and the Closing Date, except as contemplated by under this Agreement or with the consent does not occur as a result of Seller, Purchaser agrees that: i. Purchaser will not take any action inconsistent with its obligations Purchaser’s default under this agreement or which could hinder or delay the consummation of the transaction contemplated by this Agreement; ii. Within ten ( 10) days after its receipt of the UCC-1 Search Report, the Title Report and the Survey, Purchaser shall advise Seller in writing of its objections, if any, to each of the UCC-1 Search Report, the Title Report and the Survey. In the event Purchaser fails to notify Seller in writing of Purchaser's objections within said ten (10) day period, Purchaser shall be deemed to have waived its right to object. Within five (5) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser whether it intends to correct the defects to which Purchaser has objected. Seller shall be obligated to act in good faith in responding to Purchaser's title objections. For purposes hereof, Seller shall be deemed to have failed to act in good faith if entitled, as its refuses to correct any matter which is the subject sole remedy on account of such title objections where the only costs to it in doing are normal filing or recording fees or delivery charges and where the objections relate to liens which appear of record but relate to previously discharged debt or other minor defects in record title. If Seller refuses to correct some or all of such defectsdefault, Purchaser shall have five (5) days to advise Seller of its decision to close, notwithstanding the defects, or to terminate this AgreementAgreement and retain the Deposit as liquidated damages (it being expressly understood and agreed that in the event of Purchaser’s default, Seller’s damages would be impossible to ascertain and that the Deposit constitutes a fair and reasonable amount of compensation in which case such event) and upon such retention of the Deposit neither party shall have any further rights or obligations hereunderhereunder except for those which expressly survive the termination of this Agreement. 6.1.2 if all conditions to Seller’s obligations to proceed to Closing are satisfied and the Closing under this Agreement does not occur as a result of Seller’s default under this Agreement, other than Seller's obligation Purchaser shall be entitled, as its sole remedy, either (a) to return or to direct receive the return of Purchaser's Xxxxxxx Money. Any matter reflected in the UCC1 Search ReportDeposit, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder; or (b) to enforce specific performance of Seller’s obligation to execute the Title Report or the Survey not objected to in accordance with the terms hereof shall be deemed accepted by Purchaser Assignment Instrument and to take all other actions required to be "Permitted Exceptions" taken by it hereunder on the Closing Date, provided any such specific performance action is actually commenced in a court of competent jurisdiction within sixty (herein so called). Notwithstanding anything contained herein to the contrary, in the event Seller requires additional time to prepare either the Survey or the Title Report, then Seller shall have such additional time to deliver the same to Purchaser, however, in no event shall such extension be longer than fifteen ( 15) additional days; iii. Purchaser will proceed with all due diligence to obtain all consents and approvals necessary to permit the consummation of the transaction contemplated by this Agreement and/or necessary to permit Purchaser to own and to operate the Facility, including, but not limited to, a license from the Florida Department of Health and Rehabilitative Services; iv. Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations and to complete the same within ninety (9060) days after the date most recently scheduled Closing Date; it being understood and agreed that the remedy of this Agreement with respect to the Stock, the Corporation's Assets and the Corporation's Liabilities as it deems to be reasonably necessary in connection with its purchase thereof, including, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports and investigations of the Corporation's and the Facility's books and records and operations, including a review of the licensure files maintained by the State of Florida with respect to the Facility to the extent the same are publicly available, and structural inspections, provided no investigations will be physically intrusive on the Real Property or the Facility unless Seller consents thereto, which consent specific performance shall not be unreasonably withheld (the "Due Diligence Review"); provided, however, nothing herein shall be construed as amending or modifying in available to enforce any manner the representations or warranties other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event of any default by Seller hereunder covered by the preceding sentence, except as expressly set forth in this Agreement, which representations and warranties the preceding sentence. Purchaser shall be separate from and unaffected by Purchaser's Due Diligence Review; and provided, further, that deemed to have elected the option in clause (a) above if Purchaser shall maintain the confidentiality of any documents fails to file suit for specific performance against Seller on or information obtained by it during the course of its Due Diligence Review and shall return the same to Seller in the event the transaction provided for herein fails close for any reason whatsoever Purchaser shall indemnify, defend and hold Seller and the Corporation harmless of and from any and all losses, liabilities, costs, expenses before sixty (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, liens, claims (including, without limitation mechanics' or materialmans' liens or claims of liens), actions and causes of action arising from or relating to Purchaser's (or Purchaser's Agents, employees, or representatives) entering on the Real Property and/or the Facility to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwise. The foregoing indemnity shall expressly survive the Closing or the earlier termination of this Agreement; and v. Within fifteen (1560) days after the later of following the date hereof or the date of their delivery upon which Closing was to Purchaser, Purchaser will advise Seller in writing which, if any of the Operating Contracts it elects to assume by virtue of its acquisition of the Stock as of the Closing Date and Seller shall thereafter cause the Corporation to terminate prior to the Closing Date any such Operating Contracts which Purchaser does not elect to assumehave occurred.

Pre-Closing. Between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Seller, Purchaser agrees thatPurchaser: i. (i) Seller will conduct the Pharmacy Business only in the ordinary course and with due regard to the proper maintenance and repair of the Pharmacy Premises and tangible components of the Personal Property; (ii) Seller will take all reasonable action to preserve the goodwill of the institutional clients currently serviced by Seller under the terms of the Rx Contracts; (iii) Seller will make no material change in the operation of the Pharmacy Business nor sell or agree to sell any of the items which comprise the Personal Property nor otherwise enter into an agreement materially affecting the Pharmacy Business or the Pharmacy Premises; (iv) Seller will use its reasonable efforts to retain the services and goodwill of the employees of Seller located at or connected with the operation of the Pharmacy Business; (v) Seller will maintain in force the existing hazard and liability insurance policies, or comparable coverage, for the Personal Property, the Inventory and the Pharmacy Premises as now in effect; (vi) Seller will maintain the Inventory in substantially the same condition and quantities as presently being maintained; (vii) Seller will not increase the compensation or other benefits or bonuses payable or to become payable to any of Seller's employees connected with the operation of the Pharmacy Business, including but not limited to, Xxxxxxx Xxxxxx, except for increases substantially in accordance with existing employment practices disclosed to and approved by Purchaser, if any; (viii) Seller will not enter into any contract or commitment affecting the Seller's Assets, the Pharmacy Business or the Pharmacy Premises except in the ordinary course of business and Seller will advise Purchaser of any contracts or commitments into which it enters, whether in the ordinary course of business or otherwise; (ix) Seller will satisfy and discharge all claims, liens, security interests, tenancies, and encumbrances on Seller's Assets and the Pharmacy Premises; provided, however, that Seller shall have the right to discharge the same at the time of, and from the proceeds due from Purchaser to Seller at, Closing; (x) During normal business hours, Seller will provide Purchaser with access on 24 hours notice to the Pharmacy Premises and Seller's corporate offices, provided Purchaser does not interfere with the operation of the Pharmacy Business and Seller's corporate offices and at such times Seller shall permit Purchaser to inspect the books and records of the Pharmacy Business in order to ascertain that the same are true and accurate and have been kept in accordance with generally accepted accounting principles; provided, however, that any agreements between Seller and Purchaser with respect to confidential information or trade secrets provided to Purchaser shall survive termination of this Agreement in the event the transaction provided for herein fails to close for any reason whatsoever. (xi) Except as otherwise provided for herein with respect to the Trade Payables, Seller will timely pay all obligations which are due and payable with respect to the Pharmacy Premises and the Seller's Assets; (xii) Seller will cause the Pharmacy Business to be operated in substantial compliance with all applicable municipal, county, state and federal laws, regulations, ordinances, standards and orders as now in effect (including without limitation, the building and zoning codes as currently applied and waived with respect to the Pharmacy Premises) and with the Environmental Laws, where the failure to comply therewith could have a material adverse effect on the business, property, condition (financial or otherwise) or operation of the Pharmacy Business, the Seller's Assets or the Pharmacy Premises; (xiii) Seller will take all reasonable action to achieve substantial compliance with any laws, regulations, ordinances, standards and orders applicable to the Seller's Assets, the Pharmacy Business or the Pharmacy Premises which are enacted after execution of this Agreement and prior to Closing; (xiv) Seller will not take any action inconsistent with its obligations under this agreement Agreement or which could hinder or delay the consummation of the transaction transactions contemplated by this Agreement; ii. Within ten ( 10(xv) days after its receipt Seller will take such action as is reasonably necessary to maintain the continued goodwill of the UCC-1 Search Report, the Title Report and the Survey, Purchaser shall advise Seller in writing of its objections, if any, to each owner of the UCC-1 Search Report, Pharmacy Premises and that the Title Report and the Survey. In the event Purchaser fails to notify Seller in writing of Purchaser's objections within said ten (10) day period, Purchaser shall be deemed to have waived its right to object. Within five (5) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser whether it intends to correct the defects to which Purchaser has objected. Seller shall be obligated to act Pharmacy Premises are in good faith in responding to Purchaser's title objections. For purposes hereofcondition and repair, on the Closing Date, ordinary wear and tear excepted; and (xvi) Seller shall be deemed to have failed to act in good faith if its refuses to correct any matter which is the subject of such title objections where the only costs to it in doing are normal filing or recording fees or delivery charges and where the objections relate to liens which appear of record but relate to previously discharged debt or other minor defects in record title. If Seller refuses to correct some or all of such defects, Purchaser shall have five (5) days to advise Seller of its decision to close, notwithstanding the defects, or to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than Seller's obligation to return or to direct the return of Purchaser's Xxxxxxx Money. Any matter reflected in the UCC1 Search Report, the Title Report or the Survey not objected to in accordance with the terms hereof shall be deemed accepted by Purchaser and to be "Permitted Exceptions" (herein so called). Notwithstanding anything contained herein to the contrary, in the event Seller requires additional time to prepare either the Survey or the Title Report, then Seller shall have such additional time to deliver the same to Purchaser, however, in no event shall such extension be longer than fifteen ( 15) additional days; iii. Purchaser will proceed with all due diligence to obtain all secure any consents which may be necessary for the assignment and approvals necessary to permit the consummation assumption of the transaction contemplated by this Agreement and/or necessary to permit Purchaser to own Rx Contracts or the execution of the New Rx Contracts and to operate secure the Facility, including, but not limited to, a license from the Florida Department approval of Health Seller's Board of Directors and Rehabilitative Services; iv. Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations and to complete the same within ninety (90) days after the date of this Agreement with respect to the Stock, the Corporation's Assets and the Corporation's Liabilities as it deems to be reasonably necessary in connection with its purchase thereof, including, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports and investigations of the Corporation's and the Facility's books and records and operations, including a review of the licensure files maintained by the State of Florida with respect to the Facility to the extent the same are publicly available, and structural inspections, provided no investigations will be physically intrusive on the Real Property or the Facility unless Seller consents thereto, which consent shall not be unreasonably withheld (the "Due Diligence Review"); provided, however, nothing herein shall be construed as amending or modifying in any manner the representations or warranties of Seller set forth in this Agreement, which representations and warranties shall be separate from and unaffected by Purchaser's Due Diligence Review; and provided, further, that Purchaser shall maintain the confidentiality of any documents or information obtained by it during the course of its Due Diligence Review and shall return the same to Seller in the event the transaction provided for herein fails close for any reason whatsoever Purchaser shall indemnify, defend and hold Seller and the Corporation harmless of and from any and all losses, liabilities, costs, expenses (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, liens, claims (including, without limitation mechanics' or materialmans' liens or claims of liens), actions and causes of action arising from or relating to Purchaser's (or Purchaser's Agents, employees, or representatives) entering on the Real Property and/or the Facility to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwise. The foregoing indemnity shall expressly survive the Closing or the earlier termination of this Agreement; and v. Within fifteen (15) days after the later of the date hereof or the date of their delivery to Purchaser, Purchaser will advise Seller in writing which, if any of the Operating Contracts it elects to assume by virtue of its acquisition of the Stock as of the Closing Date and Seller shall thereafter cause the Corporation to terminate prior to the Closing Date any such Operating Contracts which Purchaser does not elect to assumeshareholders.

Pre-Closing. Between the date hereof and the Closing DateGap" Title Defects. Buyer may, except as contemplated by this Agreement at or with the consent of Sellerprior to ---------------------------------- Closing, Purchaser agrees that: i. Purchaser will not take any action inconsistent with its obligations under this agreement or which could hinder or delay the consummation of the transaction contemplated by this Agreement; ii. Within ten ( 10) days after its receipt of the UCC-1 Search Report, the Title Report and the Survey, Purchaser shall advise Seller in writing of its objections, if any, to each of the UCC-1 Search Report, the Title Report and the Survey. In the event Purchaser fails to notify Seller in writing of Purchaser's objections within said ten (10) day period, Purchaser shall be deemed to have waived its right to object. Within five (5) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser whether it intends to correct the defects to which Purchaser has objected. Seller shall be obligated to act any defect in good faith in responding to PurchaserBuyer's title objections. For purposes hereof, Seller shall be deemed to have failed to act the Property (a "Gap Title Defect") either (a) appearing as an exception in good faith if its refuses to correct any matter which is the subject applicable ----------------- Title Commitment as of such title objections where the only costs to it in doing are normal filing or recording fees or delivery charges and where the objections relate to liens which appear of record Agreement Date but relate to previously discharged debt or other minor defects in record title. If Seller refuses to correct some or all of such defects, Purchaser shall have five (5) days to advise Seller of its decision to close, notwithstanding the defectsnot included hereunder as a Permitted Exception, or to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than Seller's obligation to return or to direct (b) first raised by the return of Purchaser's Xxxxxxx Money. Any matter reflected in the UCC1 Search ReportUnderwriter, the Title Report Agent or the Survey not objected to in accordance with Surveyor, or first appearing of record, between the terms hereof shall be deemed accepted by Purchaser and to be "Permitted Exceptions" (herein so called). Notwithstanding anything contained herein to the contrary, in the event Seller requires additional time to prepare either the Survey or effective date of the Title Report, then Seller shall have such additional time to deliver the same to Purchaser, however, in no event shall such extension be longer than fifteen ( 15) additional days; iii. Purchaser will proceed with all due diligence to obtain all consents Commitment and approvals necessary to permit the consummation of the transaction contemplated by this Agreement and/or necessary to permit Purchaser to own and to operate the Facility, including, but not limited to, a license from the Florida Department of Health and Rehabilitative Services; iv. Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations and to complete the same within ninety (90) days after the date of this Agreement with respect to the Stock, the Corporation's Assets and the Corporation's Liabilities as it deems to be reasonably necessary in connection with its purchase thereof, including, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports and investigations of the Corporation's and the Facility's books and records and operations, including a review of the licensure files maintained by the State of Florida with respect to the Facility to the extent the same are publicly available, and structural inspections, provided no investigations will be physically intrusive on the Real Property or the Facility unless Seller consents thereto, which consent shall not be unreasonably withheld (the "Due Diligence Review"); provided, however, nothing herein shall be construed as amending or modifying in any manner the representations or warranties of Seller set forth in this Agreement, which representations and warranties shall be separate from and unaffected by Purchaser's Due Diligence Review; and provided, further, that Purchaser shall maintain the confidentiality of any documents or information obtained by it during the course of its Due Diligence Review and shall return the same to Seller in the event the transaction provided for herein fails close for any reason whatsoever Purchaser shall indemnify, defend and hold Seller and the Corporation harmless of and from any and all losses, liabilities, costs, expenses (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, liens, claims (including, without limitation mechanics' or materialmans' liens or claims of liens), actions and causes of action arising from or relating to Purchaser's (or Purchaser's Agents, employees, or representatives) entering on the Real Property and/or the Facility to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwise. The foregoing indemnity shall expressly survive the Closing or the earlier termination of this Agreement; and v. Within fifteen (15) days after the later of the date hereof or the date of their delivery to Purchaser, Purchaser will advise Seller in writing which, if any of the Operating Contracts it elects to assume by virtue of its acquisition of the Stock as of the Closing Date and not permitted by the terms of this Agreement. With respect to any Gap Title Defect set forth in such notice which is in a liquidated dollar amount, Seller shall thereafter cause will cure such Gap Title Defect, and with respect to any material adverse Gap Title Defect which is not in a liquidated dollar amount, Seller will use reasonable efforts to cure such Gap Title Defect within a period of thirty (30) days after receipt of such notice (but not later than December 14, 2001, or the Corporation Closing Date, if earlier, as to which time is of the essence) and Seller will not be required to expend more than $250,000.00 in connection therewith) and Buyer will have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including the Gap Title Defects which Seller is unable to cure and without a reduction of the Closing Purchase Price (and Buyer will have no claim pursuant to Section 5.3 hereof with respect to such Gap Title Defect) or (ii) after Seller's thirty (30) day cure period (but not later than December 14, 2001, or the Closing Date, if earlier, as to which time is of the essence), to terminate prior this Agreement by sending written notice thereof to Seller, and promptly upon delivery of such notice of termination this Agreement will terminate, subject to Section 13.20 hereof. To the extent necessary for Seller to attempt to cure any such matters, the Closing Date any will be extended by a reasonable additional time to effect such Operating Contracts which Purchaser does not elect a cure, but in no event will the extension be later than December 14, 2001 (time being of essence with respect to assumesuch date).

Pre-Closing. Between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Seller, Purchaser agrees that: i. Purchaser will not take any action inconsistent with its obligations under this agreement or which could hinder or delay the consummation of the transaction contemplated by this Agreement; ii. Within ten ( 10) days after its receipt of the UCC-1 UCC- I Search Report, the Title Report and the Survey, Purchaser shall advise Seller in writing of its objections, if any, to each of the UCC-1 Search Report, the Title Report and the Survey. In the event Purchaser fails to notify Seller in writing of Purchaser's objections within said ten (10) day period, Purchaser shall be deemed to have waived its right to object. Within five (5) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser whether it intends to correct the defects to which Purchaser has objected. Seller shall be obligated to act in good faith in responding to Purchaser's title objections. For purposes hereof, Seller shall be deemed to have failed to act in good faith if its refuses to correct any matter which is the subject of such title objections where the only costs to it in doing are normal filing or recording fees or delivery charges and where the objections relate to liens which appear of record but relate to previously discharged debt or other minor defects in record title. If Seller refuses to correct some or all of such defects, Purchaser shall have five (5) days to advise Seller of its decision to close, notwithstanding the defects, or to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than Seller's obligation to return or to direct the return of Purchaser's Xxxxxxx Money. Any matter reflected in the UCC1 Search Report, the Title Report or the Survey not objected to in accordance with the terms hereof shall be deemed accepted by Purchaser and to be "Permitted Exceptions" (herein so called). Notwithstanding anything contained herein to the contrary, in the event Seller requires additional time to prepare either the Survey or the Title Report, then Seller shall have such additional time to deliver the same to Purchaser, however, in no event shall such extension be longer than fifteen ( 15(I5) additional days; iii. Purchaser will proceed with all due diligence to obtain all consents and approvals necessary to permit the consummation of the transaction contemplated by this Agreement and/or necessary to permit Purchaser to own and to operate the Facility, including, but not limited to, a license from the Florida Department Nevada State Division of Health and Rehabilitative Services;Health; and iv. Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations and to complete the same within ninety (90) days after the date of this Agreement on or before August 1,1996, with respect to the Stock, the CorporationSeller's Assets and the Corporation's Liabilities as it deems to be reasonably necessary in connection with its purchase thereof, including, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports and investigations of the CorporationSeller's and the Facility's books and records and operations, including a review of the licensure or permitting files maintained by the City of Las Vegas or the State of Florida Nevada with respect to the Facility to the extent the same are publicly available, and structural inspections, provided no investigations will be physically intrusive on the Real Property or the Facility unless Seller consents thereto, which consent shall not be unreasonably withheld (the "Due Diligence Review"); provided, however, nothing herein shall be construed as amending or modifying in any manner the representations or warranties of Seller set forth in this Agreement, which representations and warranties shall be separate from and unaffected by Purchaser's Due Diligence Review; and provided, further, that Purchaser shall maintain the confidentiality of any documents or information obtained by it during the course of its Due Diligence Review and shall return the same to Seller in the event the transaction provided for herein fails close for any reason whatsoever Purchaser shall indemnify, defend and hold Seller and the Corporation Seller's Assets harmless of and from any and all losses, liabilities, costs, expenses (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, liens, claims (including, without limitation mechanics' or materialmans' liens or claims of liens), actions and causes of action arising from or relating to Purchaser's (or Purchaser's Agents, employees, or representatives) entering on the Real Property and/or the Facility to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwiseotherwise or breach of its confidentiality obligations hereunder. The foregoing indemnity shall expressly survive the Closing or the earlier termination of this Agreement; and v. Within fifteen (15) days after the later of the date hereof or the date of their delivery to Purchaser, Purchaser will advise Seller in writing which, if any of the Operating Contracts it elects to assume by virtue of its acquisition of the Stock as of the Closing Date and Seller shall thereafter cause the Corporation to terminate prior to the Closing Date any such Operating Contracts which Purchaser does not elect to assume.

Pre-Closing. Between At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of Connecticut in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date hereof and (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, except as contemplated by this Agreement or with shall become effective and the consent of SellerMerger shall thereby be effected, Purchaser agrees that: i. Purchaser will not take any action inconsistent with its obligations under this agreement or which could hinder or delay the consummation of the transaction (y) all transactions contemplated by this Agreement; ii. Within ten ( 10) days after its receipt , including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the UCC-1 Search Report, consideration which the Title Report and the Survey, Purchaser shall advise Seller in writing of its objections, if any, to each of the UCC-1 Search Report, the Title Report and the Survey. In the event Purchaser fails to notify Seller in writing of Purchaser's objections within said ten (10) day period, Purchaser STOCKHOLDERS shall be deemed entitled to have waived its right receive pursuant to object. Within five (5) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser whether it intends to correct the defects to which Purchaser has objected. Seller shall be obligated to act in good faith in responding to Purchaser's title objections. For purposes hereof, Seller shall be deemed to have failed to act in good faith if its refuses to correct any matter which is the subject of such title objections where the only costs to it in doing are normal filing or recording fees or delivery charges and where the objections relate to liens which appear of record but relate to previously discharged debt or other minor defects in record title. If Seller refuses to correct some or all of such defects, Purchaser shall have five (5) days to advise Seller of its decision to close, notwithstanding the defects, or to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than Seller's obligation to return or to direct the return of Purchaser's Xxxxxxx Money. Any matter reflected in the UCC1 Search Report, the Title Report or the Survey not objected Merger referred to in accordance with the terms Section 3 hereof shall be deemed accepted by Purchaser occur and to be "Permitted Exceptions" (herein so called). Notwithstanding anything contained herein to z) the contrary, in the event Seller requires additional time to prepare either the Survey or the Title Report, then Seller shall have such additional time to deliver the same to Purchaser, however, in no event shall such extension be longer than fifteen ( 15) additional days; iii. Purchaser will proceed with all due diligence to obtain all consents and approvals necessary to permit the consummation of the transaction contemplated by this Agreement and/or necessary to permit Purchaser to own and to operate the Facility, including, but not limited to, a license from the Florida Department of Health and Rehabilitative Services; iv. Purchaser will proceed with all due diligence and at its sole cost and expense to conduct such investigations and to complete the same within ninety (90) days after the date of this Agreement closing with respect to the Stock, the Corporation's Assets IPO shall occur and the Corporation's Liabilities as it deems be deemed to be reasonably necessary completed. The date on which the actions described in connection with its purchase thereofthe preceding clauses (x), including(y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, but not limited to, zoning investigations, soil studies, environmental assessments, seismic assessments, wetlands reports and investigations this Agreement may only be terminated by the parties if the underwriting agreement in respect of the Corporation's and the Facility's books and records and operations, including a review of the licensure files maintained by the State of Florida with respect IPO is terminated pursuant to the Facility to the extent the same are publicly available, and structural inspections, provided no investigations will be physically intrusive on the Real Property or the Facility unless Seller consents thereto, which consent terms of such underwriting agreement. This Agreement shall not be unreasonably withheld (the "Due Diligence Review"); provided, however, nothing herein shall be construed as amending or modifying in any manner the representations or warranties of Seller set forth in this Agreement, which representations and warranties shall be separate from and unaffected by Purchaser's Due Diligence Review; and provided, further, that Purchaser shall maintain the confidentiality of any documents or information obtained by it during the course of its Due Diligence Review and shall return the same to Seller in the event the transaction provided for herein fails close for any reason whatsoever Purchaser shall indemnify, defend and hold Seller and the Corporation harmless of and from any and all losses, liabilities, costs, expenses (including without limitation, reasonable attorney's fees and costs of court at trial and on appeal), damages, liens, claims (including, without limitation mechanics' or materialmans' liens or claims of liens), actions and causes of action arising from or relating to Purchaser's (or Purchaser's Agents, employees, or representatives) entering on the Real Property and/or the Facility to test, study, investigate or inspect the same or any part thereof, whether pursuant to this paragraph or otherwise. The foregoing indemnity shall expressly survive the Closing or the earlier termination of this Agreement; and v. Within fifteen (15) days after the later of the date hereof or the date of their delivery to Purchaser, Purchaser will advise Seller in writing which, terminate if any of the Operating Contracts it elects to assume by virtue of its acquisition of the Stock as of the Closing Date and Seller shall thereafter cause has not occurred within 15 business days of the Corporation to terminate prior to Pre-Closing Date. Time is of the Closing Date any such Operating Contracts which Purchaser does not elect to assumeessence.