Purchaser’s Covenants, Representations and Warranties. (A) As a material inducement to Seller to enter into this Agreement and to sell the Property to Purchaser as set forth herein, Purchaser hereby covenants, warrants and represents to Seller as follows: (i) The Purchaser is an Ohio limited liability company and has full power and authority to carry on its business as now being conducted and to enter into and perform all its obligations under the Agreement. This Agreement and all documents to be executed by Purchaser pursuant hereto will be the valid and binding obligations of Purchaser enforceable with their respective terms. All action required by law and by any agreement, arrangement or document to authorize the execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby has been or will be taken and the execution and delivery of this Agreement or the consummation of any of the transactions contemplated herein shall not violate or conflict with any provisions of any lease, mortgage, note or any other agreement or arrangement to or of which Purchaser is subject. (ii) The Purchaser is not a party to any litigation or administrative proceedings nor has Purchaser received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Purchaser’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement. (B) All of the foregoing representations and warranties shall be applicable, true, correct and complete, both as of the date hereof and as of the Closing Date, and Purchaser shall, as stated in Section 12(B) of this Agreement, certify in writing at Closing that each and all of said representations and warranties are true, correct and complete as of and with respect to that date. (C) In the event that the Purchaser elects to conduct or make any physical inspections or evaluations (“Inspections”) of the Property, all such Inspections shall be conducted during normal business hours and Purchaser shall give Seller at least twenty-four (24) hours notice of such Inspections. (D) In the event that the Purchaser elects to interview, convene or otherwise meet with the SNF’s employees at the Property, with the exception of the administrator of the SNF, Purchaser shall not do so until Purchaser has provided written notice to the Seller that the Purchaser has waived all conditions or contingencies to Closing. (E) As soon as possible, but in any event, within 14 days of the Effective Date, Purchaser shall submit an application to the applicable regulatory agency to obtain a certificate of need (the “CON”), the license and any other regulatory approvals required in order to transfer operations of the SNF. Purchaser shall use its best efforts to obtain the approval for the CON, the license and any other regulatory approvals needed to consummate the transactions contemplated in this Agreement. Upon request, Purchaser shall provide Seller with status updates relating to such approvals and shall promptly deliver to Seller copies of any notices received from any regulatory or licensing agencies.
Appears in 1 contract
Purchaser’s Covenants, Representations and Warranties. (A) As a material inducement to Seller to enter into this Agreement and to sell the Property to Purchaser as set forth herein, Purchaser hereby covenants, warrants and represents to Seller as follows:
(i) The Purchaser is an Ohio limited liability company a corporation and has full power and authority to carry on its business as now being conducted and to enter into and perform all its obligations under the Agreement. This Agreement and all documents to be executed by Purchaser pursuant hereto will be the valid and binding obligations of Purchaser enforceable with their respective terms. All action required by law and by any agreement, arrangement or document to authorize the execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby has been or will be taken and the execution and delivery of this Agreement or the consummation of any of the transactions contemplated herein shall not violate or conflict with any provisions of any lease, mortgage, note or any other agreement or arrangement to or of which Purchaser is subject.
subject (ii) The Purchaser is not a party to any litigation or administrative proceedings nor has is Purchaser received written or, to its knowledge, verbal notice containing aware of a threat of any litigation or administrative proceedings, which could materially adversely that would affect the Purchaser’s 's right to enter into this Agreement or to consummate the transactions transaction contemplated by this Agreement.
(iii) As promptly as possible, and no later than thirty days of the execution and delivery of this Agreement, Purchaser (or its designee) shall file any and all applications with the Indiana Department of Health (and all other governmental authorities necessary for the issuance of a License to operate the Facility and the transfer of the Facility' operations to the Purchaser (or its designee) and shall pay all filing and other fees associated therewith. Neither Purchaser nor any of its members, managers, officers, directors or controlling persons, nor any affiliate thereof or related party thereto, has ever been denied a license, nor has a license ever been revoked, rescinded or suspended, and Purchaser knows of no reason or grounds for the refusal or denial to issue the License. Without limiting the foregoing, neither Purchaser nor any of its members, managers, officers, directors or controlling persons, nor any affiliate thereof or related party thereto (a) has been convicted of a felony in any jurisdiction for physical, mental or verbal abuse or neglect of an individual or misappropriation of property of a nursing facility resident or financial abuse of residents, (b) has been convicted of fraud in any jurisdiction or (c) has previously been the subject of license revocation proceedings.
(iv) Within ten (10) days following Purchaser's receipt of the Reports, Purchaser shall provide to Seller a loan commitment from Purchaser's lender (in usual and customary form) evidencing such lender's commitment to finance Purchaser's acquisition of the Property as described herein.
(B) All of the foregoing representations and warranties shall be applicable, true, correct and complete, both as of the date hereof and as of the Closing Date, and Purchaser shall, as stated in Section 12(B) of this Agreement, certify in writing at Closing that each and all of said representations and warranties are true, correct and complete as of and with respect to that date.
(C) In the event that the Purchaser elects to conduct or make any physical inspections or evaluations (“"Inspections”") of the Property, all such Inspections shall be conducted during normal business hours and Purchaser shall give Seller at least twenty-four (24) hours two business days' notice of such Inspections. All Inspections shall not interfere with the ordinary operations at the Facility and shall be subject to such restrictions as Seller shall reasonably require. Purchaser shall be responsible to Seller for and shall indemnify, defend and hold harmless Seller from and against any and all losses, claims, damages, liabilities and causes of action for personal injury or property damage or loss to persons or property (including reasonable attorney's fees) arising from any entry onto the Real Property and/or from the aforementioned Inspections.
(D) In the event that If the Purchaser elects to interview, convene or otherwise meet with the SNF’s employees at the Property, with the exception of the administrator of the SNFFacility, Purchaser shall not do so until Purchaser has provided written notice to the Seller that the Purchaser has waived all conditions or contingencies to Closing.
(E) As soon as possible, but in . In any event, within 14 days without the prior written consent of the Effective DateSeller, which shall not be unreasonably withheld or delayed, Purchaser shall submit an application to not contact any employee, vendor, supplier, patient or other person doing business with or having a business relationship with the applicable regulatory agency to obtain a certificate Facility. Without the prior written consent of need (the “CON”)Seller, the license and any other regulatory approvals required in order to transfer operations of the SNF. Purchaser shall use not disclose to any person (other than its best efforts employees, advisors and lenders who shall be bound to obtain maintain the approval for confidentiality thereof) the CON, the license and any other regulatory approvals needed to consummate existence of this Agreement or the transactions contemplated in this Agreement. Upon request, Purchaser shall provide Seller with status updates or described herein or any other matter involving or relating to such approvals and shall promptly deliver to Seller copies of any notices received from any regulatory or licensing agenciesthe Facility.
Appears in 1 contract
Purchaser’s Covenants, Representations and Warranties. (Aa) As a material inducement to Seller to enter into this Agreement and to sell the Property to Purchaser as set forth herein, each Purchaser hereby covenants, warrants and represents to Seller as follows:
(i) The Purchaser is an Ohio limited liability company and has full power and authority to carry on its business as now being conducted and to enter into and perform all its obligations under the Agreement. This Agreement and all documents to be executed by Purchaser pursuant hereto will be the valid and binding obligations of Purchaser enforceable with their respective terms. All action required by law and by any agreementSeller, arrangement or document to authorize the execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby has been or will be taken and the execution and delivery of this Agreement or the consummation of any of the transactions contemplated herein shall not violate or conflict with any provisions of any lease, mortgage, note or any other agreement or arrangement to or of which Purchaser is subject.
(ii) The Purchaser is not a party to any litigation or administrative proceedings nor has Purchaser received written or, to its knowledge, verbal notice containing a threat of any litigation or administrative proceedings, which could materially adversely affect the Purchaser’s right to enter into this Agreement or to consummate the transactions contemplated by this Agreement.
(B) All of the foregoing representations and warranties shall be applicable, true, correct and complete, both as of the date hereof and as of the Closing Date, as follows:
(i) Each Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser shall, as stated in Section 12(B) of this Agreement, certify in writing at Closing that each has the power and all of said representations authority to purchase the Property and warranties are true, correct and complete as of and with respect to that dateconduct the business presently being conducted by it.
(Cii) In Purchaser has the event that necessary power and authority to make, execute, deliver and perform this Agreement including the instruments and documents to be executed and delivered by it pursuant hereto (the “Purchaser’s Transaction Documents,” collectively with the Seller’s Transaction Documents, the “Transaction Documents”). Such execution, delivery, performance and consummation have been duly authorized by all necessary action, corporate or otherwise on the part of Purchaser and its members and managers, as applicable.
(iii) Purchaser’s Transaction Documents, when executed by Purchaser, constitute the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization and other laws now or hereafter in effect affecting creditors’ rights and remedies or by equitable principles.
(iv) The authorization, execution and delivery of this Agreement and the Purchaser’s Transaction Documents and the consummation of the transactions contemplated hereby and thereby by the Purchaser, do not and will not, with or without the giving of notice or passage of time or both (A) violate or result in the breach of any term or provision of or require any notice, filing or consent under (i) the [articles of organization] or operating agreement of the Purchaser elects or (ii) any statutes, laws, rules, regulations, ordinances, licenses or permits of any governmental body, authority or agency applicable to conduct the Purchaser or make (iii) any physical inspections judgment, decree, writ, injunction, order or evaluations award of any arbitrator, court or governmental body, authority or agency binding upon the Purchaser; or (“Inspections”B) conflict with, result in the breach of any term or provision of, require any notice or consent under, give rise to a right of termination of, constitute a default under, result in the acceleration of, or give rise to a right to accelerate any obligation under any loan agreement, mortgage, indenture, financing agreement, lease or any agreement to which the Purchaser is a party or by which the Purchaser may be bound.
(v) There are no actions, suits or legal, administrative, arbitration or other proceedings or governmental investigations pending or, to Purchaser’s actual knowledge, threatened against Purchaser before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which affect or relate to the Property, all such Inspections shall that has had, or would reasonably be conducted during normal business hours expected to have, a Material Adverse Effect. The Purchaser is not a party to or subject to provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which affects or relates to the Property. There are no insolvency proceedings of any kind including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting Purchaser, and Purchaser shall give Seller at least twenty-four (24) hours notice has not taken any action in contemplation of, or which would constitute the basis for, the institution of any such Inspectionsproceedings.
(Dvi) In Purchaser has the event that ability to obtain funds in cash in amounts equal to the Purchaser elects to interview, convene Closing Cash by means of credit facilities or otherwise meet with the SNF’s employees and will at the PropertyClosing have immediately available funds in cash, with which are sufficient to pay the exception of the administrator of the SNF, Purchaser shall not do so until Purchaser has provided written notice Purchase Price and to the Seller that the Purchaser has waived all conditions or contingencies to Closing.
(E) As soon as possible, but in any event, within 14 days of the Effective Date, Purchaser shall submit an application to the applicable regulatory agency to obtain a certificate of need (the “CON”), the license and pay any other regulatory approvals required in order amounts payable pursuant to transfer operations of this Agreement and the SNF. Purchaser shall use its best efforts to obtain the approval for the CON, the license other Transaction Documents and any other regulatory approvals needed to consummate the transactions contemplated hereby and thereby.
(vii) Purchaser and its Affiliates and controlling members are not currently identified on the OFAC List, and each is not an individual or entity with whom a citizen of the United States is prohibited from engaging in this Agreementtransactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States. Upon request“OFAC List” means the list of specially designated nationals and blocked individuals and entities subject to financial sanctions that is maintained by the U.S. Treasury Department, Purchaser shall provide Seller with status updates relating Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to such approvals and shall promptly deliver to Seller copies any legal requirements, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of any notices received from any regulatory or licensing agenciesthe President of the United States. The OFAC List currently is accessible through the internet website hxxxx://xxx.xxxxxxxx.xxx/xxxx/downloads/sdnlist.pdf.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Selectis Health, Inc.)
Purchaser’s Covenants, Representations and Warranties. (A) As a material inducement to Seller to enter into this Agreement and to sell the Property to Purchaser as set forth herein, Purchaser hereby covenants, warrants and represents to Seller as follows:
(i) The Purchaser is an Ohio limited liability company a corporation and has full power and authority to carry on its business as now being conducted and to enter into and perform all its obligations under the Agreement. This Agreement and all documents to be executed by Purchaser pursuant hereto will be the valid and binding obligations of Purchaser enforceable with their respective terms. All action required by law and by any agreement, arrangement or document to authorize the execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby has been or will be taken and the execution and delivery of this Agreement or the consummation of any of the transactions contemplated herein shall not violate or conflict with any provisions of any lease, mortgage, note or any other agreement or arrangement to or of which Purchaser is subject.
(ii) The Purchaser is not a party to any litigation or administrative proceedings nor has is Purchaser received written or, to its knowledge, verbal notice containing aware of a threat of any litigation or administrative proceedings, which could materially adversely that would affect the Purchaser’s 's right to enter into this Agreement or to consummate the transactions transaction contemplated by this Agreement.
(iii) As promptly as possible, and no later than thirty days of the execution and delivery of this Agreement, Purchaser (or its designee) shall file any and all applications with the Indiana Department of Health (and all other governmental authorities necessary for the issuance of a License to operate the Facility and the transfer of the Facility' operations to the Purchaser (or its designee) and shall pay all filing and other fees associated therewith. Neither Purchaser nor any of its members, managers, officers, directors or controlling persons, nor any affiliate thereof or related party thereto, has ever been denied a license, nor has a license ever been revoked, rescinded or suspended, and Purchaser knows of no reason or grounds for the refusal or denial to issue the License. Without limiting the foregoing, neither Purchaser nor any of its members, managers, officers, directors or controlling persons, nor any affiliate thereof or related party thereto (a) has been convicted of a felony in any jurisdiction for physical, mental or verbal abuse or neglect of an individual or misappropriation of property of a nursing facility resident or financial abuse of residents, (b) has been convicted of fraud in any jurisdiction or (c) has previously been the subject of license revocation proceedings.
(iv) Within ten (10) days following Purchaser's receipt of the Reports, Purchaser shall provide to Seller a loan commitment from Purchaser's lender (in usual and customary form) evidencing such lender's commitment to finance Purchaser's acquisition of the Property as described herein.
(B) All of the foregoing representations and warranties shall be applicable, true, correct and complete, both as of the date hereof and as of the Closing Date, and Purchaser shall, as stated in Section 12(B) of this Agreement, certify in writing at Closing that each and all of said representations and warranties are true, correct and complete as of and with respect to that date.
(C) In the event that the Purchaser elects to conduct or make any physical inspections or evaluations (“"Inspections”") of the Property, all such Inspections shall be conducted during normal business hours and Purchaser shall give Seller at least twenty-four (24) hours two business days' notice of such Inspections. All Inspections shall not interfere with the ordinary operations at the Facility and shall be subject to such restrictions as Seller shall reasonably require. Purchaser shall be responsible to Seller for and shall indemnify, defend and hold harmless Seller from and against any and all losses, claims, damages, liabilities and causes of action for personal injury or property damage or loss to persons or property (including reasonable attorney's fees) arising from any entry onto the Real Property and/or from the aforementioned Inspections.
(D) In the event that If the Purchaser elects to interview, convene or otherwise meet with the SNF’s employees at the Property, with the exception of the administrator of the SNFFacility, Purchaser shall not do so until Purchaser has provided written notice to the Seller that the Purchaser has waived all conditions or contingencies to Closing.
(E) As soon as possible, but in . In any event, within 14 days without the prior written consent of the Effective DateSeller, which shall not be unreasonably withheld or delayed, Purchaser shall submit an application to not contact any employee, vendor, supplier, patient or other person doing business with or having a business relationship with the applicable regulatory agency to obtain a certificate Facility. Without the prior written consent of need (the “CON”)Seller, the license and any other regulatory approvals required in order to transfer operations of the SNF. Purchaser shall use not disclose to any person (other than its best efforts employees, advisors and lenders who shall be bound to obtain maintain the approval for confidentiality thereof) the CON, the license and any other regulatory approvals needed to consummate existence of this Agreement or the transactions contemplated in this Agreement. Upon request, Purchaser shall provide Seller with status updates or described herein or any other matter involving or relating to such approvals and shall promptly deliver to Seller copies of any notices received from any regulatory or licensing agenciesthe Facility.
Appears in 1 contract
Samples: Purchase Agreement
