Common use of Simultaneous Sale of Other Assets Clause in Contracts

Simultaneous Sale of Other Assets. Mid-Atlantic Health Care, LLC, by and through its affiliates (collectively, “Mid-Atlantic”), has agreed to purchase from Seller and the Seller Affiliates certain assets relating to the provision of health care services, including without limitation the rights and interests of Seller and the Seller Affiliates in the Health Care Licenses (which assets are separate and distinct from the Property), as more particularly described in and pursuant to the following Asset Purchase Agreements dated of even date herewith: (i) Asset Purchase Agreement between Care Pavilion Nursing and Rehabilitation Center PA, L.P., as purchaser, and Care Pavilion, Inc.; (ii) Asset Purchase Agreement between Maplewood Nursing and Rehabilitation Center PA, L.P., as purchaser, and Cliveden-Maplewood Convalescent Centers, Inc.; (iii) Asset Purchase Agreement between Cliveden Nursing and Rehabilitation Center PA, L.P., as purchaser, and Cliveden-Maplewood Convalescent Centers, Inc.; (iv) Asset Purchase Agreement between Xxxxxx House Nursing and Rehabilitation Center PA, L.P., as purchaser, and Xxxxxx House II, Inc.; and (v) Asset Purchase Agreement between Cheltenham Nursing and Rehabilitation Center PA, L.P., as purchaser, and Cheltenham York Road Nursing and Rehabilitation Center Inc. (collectively, the “Asset Purchase Agreements”). The obligations of Seller and the obligation of Purchaser, respectively, to close under this Agreement are contingent upon the simultaneous closing of each and every of the Asset Purchase Agreements. If any one or more of the Asset Purchase Agreements is terminated, or should a closing under any one of the Asset Purchase Agreements fail to occur on the closing date stated therein, then either Seller or Purchaser may terminate this Agreement by delivering written notice to the other party, in which event the Escrow Fund shall be disbursed in accordance with the Option Agreement and all other rights and obligations of Seller and Purchaser hereunder shall terminate immediately except for any obligations stated to survive termination.