Certification Draft Clause  

1              The Vendor warrants and undertakes that the business hereby bought and sold are presently duly certified by the Ministry of Health under the Health & Disability Services (Safety) Act 2001 to provide aged care residential services and contracted to the District Health Board for [  number of Clients ]

 2            .The parties acknowledge the price and terms of this agreement have been based on the business being certified by the Ministry to provide residential aged care services and contracted to the District Health Board for [number of client]. The Vendor will within five working days of the date of this agreement being signed supply the Purchaser with a copy of the Contracts it holds with the District Health Board in relation to the provision of health and disability services.

3              The Purchaser acknowledges that to obtain certification they are required to submit an application to the Ministry of Health and provide at the Purchasers cost a full provisional audit of the facility.  The Purchaser undertakes to book the Designated Auditing Agency to undertake the audit as soon as possible after advising satisfaction of Due Diligence, The Vendor and the Purchaser further under take to complete and sign the appropriate District Health Board application forms and provide all documentation and other information detailed in such forms and lodge with the District Health Board for processing.  Should any further information or clarification be required .of either party by the Auditor, Ministry of Health or District Health Board then the same shall be provided with all due speed and expedition it being the intention of both parties to this agreement to facilitate the certification and contract assignment approval process to the greatest extent possible?

4             The Purchaser undertakes to be on site during the certification audit. The Vendor undertakes to provide a senior staff member familiar with the quality system to be in attendance during the certification audit. .  Should any further information or clarification be required of either party by the Auditor or Ministry of Health then the same shall be provided with all due speed and expedition it being the intention of both parties to this agreement to facilitate the certification approval process to the greatest extent possible. After receipt of the final audit report the Ministry of Health within 15 working days will approve or decline the application. If they approve the application the Ministry of Health will issue a letter of intent to certify and a certificate will be issued on receipt of confirmation, that settlement has been completed by solicitors acting for both parties

5             The Purchaser shall have up to 60 working days after date of this agreement to receive confirmation from the Ministry of Health that they will issue a Certificate under the Health & Disability Services (Safety) Act 2001 and confirmation that the District Health Board will assign the provider contract for [ number of  Clients ] to the Purchaser. After confirmation of the giving and taking of possession of the business by solicitors acting for both parties.

.6             In the event of these conditions not being so satisfied, this Agreement shall be void at the option of either the Vendor or the Purchaser by notice in writing to the other or their solicitor whereupon any deposit or moneys paid pursuant to this Agreement shall be refunded in full free of any deductions whatsoever to the party who has paid them and neither shall have any right or claim against the other.