Common use of Action of Buyer at Closing Clause in Contracts

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by Sellers, Buyer shall deliver: (a) to Sellers the Cash Consideration and the Share Consideration, less the Indemnity Deposit and the LC Deposit; (b) to the Escrow Agent the Indemnity Deposit and the LC Deposit in accordance with the Indemnity Escrow Agreement; (c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit; (d) to Sellers an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to Sellers, pursuant to which Buyer shall assume the future payment and performance of the Assumed Liabilities; (e) to Sellers the Indemnity Escrow Agreement, fully executed by Buyer; (f) to Sellers the Registration Rights Agreement, fully executed by Buyer; (g) to Sellers the Time & Material Agreement, fully executed by Buyer; (h) to Sellers copies of resolutions duly adopted by the board of directors of Buyer authorizing and approving Buyer's execution and delivery of this Agreement and the Transaction, certified as true and in full force and effect as of the Closing Date by an appropriate officer of Buyer; (i) to Sellers certificates of the duly authorized President or a Vice President of Buyer certifying that, except as expressly limited to a specific date, each of the representations and warranties of Buyer contained in this Agreement is true and correct on and as of the Closing Date in all material respects, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been complied with and performed in all material respects; (j) to Sellers certificates of incumbency for the officers of Buyer executing this Agreement and other Closing documents, dated as of the Closing Date; (k) to Sellers certificates of existence and good standing of Buyer from the jurisdiction in which it is incorporated, dated within ten business days date prior to Closing; and (l) to Sellers such other agreements, instruments and documents as Sellers reasonably deem necessary to effect the transactions contemplated hereby.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellersSeller, Buyer shall deliver: (a) to Sellers Seller the Cash Consideration and the Share Consideration, less the Indemnity Deposit and the LC DepositPurchase Price; (b) to the Escrow Agent the Indemnity Deposit and the LC Deposit in accordance with the Indemnity Escrow Agreement; (c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit; (d) to Sellers Seller an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to SellersSeller, pursuant to which Buyer shall assume the future payment and performance of the Assumed Liabilities; (ec) to Sellers the Indemnity Escrow Agreement, fully executed by Buyer; (f) to Sellers the Registration Rights Agreement, fully executed by Buyer; (g) to Sellers the Time & Material Agreement, fully executed by Buyer; (h) to Sellers Seller copies of resolutions duly adopted by the board of directors governing body of Buyer authorizing and approving Buyer's ’s execution and delivery of this Agreement and the Transaction, certified as true and in full force and effect as of the Closing Date by an appropriate officer of Buyer;, (id) to Sellers Seller certificates of the duly authorized President or a Vice President of Buyer certifying that, except as expressly limited to a specific date, each of the representations and warranties of Buyer contained in this Agreement is true and correct on and as of the Closing Date in all material respects, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been complied with and performed in all material respects; (je) to Sellers Seller certificates of incumbency for the officers of Buyer executing this Agreement and other Closing documents, dated as of the Closing Date; (kf) to Sellers Seller certificates of existence and good standing of Buyer from the jurisdiction in which it is incorporated, dated within ten business thirty (30) days date prior to Closingthe Closing Date; andand Table of Contents (lg) to Sellers Seller such other agreements, instruments and documents as Sellers Seller reasonably deem deems necessary to effect the transactions contemplated herebyTransaction.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellersSeller, Buyer shall deliverdeliver to Seller: (a) to Sellers the Cash Consideration and the Share Consideration, less the Indemnity Deposit and the LC DepositThe Purchase Price; (b) to the Escrow Agent the Indemnity Deposit and the LC Deposit in accordance with the Indemnity Escrow Agreement; (c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit; (d) to Sellers an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to SellersSeller, pursuant to which Buyer shall assume the future payment and performance of the Assumed Liabilities; (ec) to Sellers the Indemnity Escrow Agreement, fully executed by Buyer; (f) to Sellers the Registration Rights Agreement, fully executed by Buyer; (g) to Sellers the Time & Material Agreement, fully executed by Buyer; (h) to Sellers copies Copies of resolutions duly adopted by the board of directors partners of Buyer authorizing and approving Buyer's the execution and delivery of this Agreement by Buyer and the TransactionClosing Documents and the consummation of the transactions contemplated hereby, certified as true and in full force and effect as of the Closing Date by an appropriate officer officers of Buyer’s general partner; (id) to Sellers certificates A certificate of the duly authorized President or a Vice President of Buyer Buyer’s general partner certifying that, except as expressly limited to a specific date, that each of the representations and warranties of Buyer contained in this Agreement that is qualified as to materiality is true and correct on and as of the Closing Date, that each of the other representations and warranties of Buyer contained in this Agreement is true and correct in all material respects on and as of the Closing Date in all material respectsDate, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been complied with and performed in all material respectsperformed; (je) to Sellers certificates Certificates of incumbency for the officers of Buyer Buyer’s general partner and Vanguard executing this Agreement and other Closing documents, dated as of the Closing DateDocuments; (kf) to Sellers certificates Certificates of existence and good standing of for Buyer and Buyer’s general partner from the jurisdiction states of Delaware and Texas, and for Vanguard from the state of Delaware, in which it is incorporated, each case dated within ten business days the most recent practical date prior to Closing; and (lg) to Sellers such Such other agreements, instruments and documents Closing Documents as Sellers Seller reasonably deem necessary to effect the transactions contemplated hereby.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by Sellers, Buyer shall deliver: (a) to Sellers that part of the Cash Consideration Portion of the Purchase Price payable to Sellers in accordance with Section 2.05(f) and a certificate evidencing the Share Consideration, less Common Shares issued in the Indemnity Deposit and the LC Depositname of XxxXxxx Hospital; (b) to the Escrow Agent Foundation that part of the Indemnity Deposit and Cash Portion of the LC Deposit Purchase Price payable to the Foundation in accordance with Section 2.05(f) and a certificate evidencing the Indemnity Escrow AgreementCommon Shares issued in the name of the Foundation; (c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit; (d) to Sellers an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to Sellers, pursuant to which Buyer shall assume the future payment and performance of the Assumed Liabilities; (d) to the Foundation a joinder to (or amended and restated versions of) the Shareholders Agreement and the Surviving Shareholders Agreement, duly executed by Vanguard and all necessary Holders (as defined therein); (e) to Sellers and the Indemnity Escrow Agreement, fully executed by Buyer; (f) to Sellers the Registration Rights Agreement, fully executed by Buyer; (g) to Sellers the Time & Material Agreement, fully executed by Buyer; (h) to Sellers Foundation copies of resolutions duly adopted by the board boards of directors of Buyer and Vanguard authorizing and approving Buyer's the execution and delivery of this Agreement by Buyer and Vanguard and the TransactionClosing Documents and the consummation of the transactions contemplated hereby, certified as true and in full force and effect as of the Closing Date by an appropriate officer officers of Buyer;Buyer and Vanguard: (if) to Sellers and the Foundation certificates of the duly authorized President or a Vice President of Buyer certifying that, except as expressly limited to a specific date, that each of the representations and warranties of Buyer contained in this Agreement that is qualified as to materiality is true and correct on and as of the Closing Date, that each of the other representations and warranties of Buyer contained in this Agreement is true and correct in all material respects on and as of the Closing Date in all material respectsDate, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been complied with and performed in all material respectsperformed; (jg) to Sellers and the Foundation certificates of incumbency for the officers of Buyer and Vanguard executing this Agreement and other the Closing documentsDocuments, dated as of the Closing Date; (kh) to Sellers and the Foundation certificates of existence and good standing of Buyer from the jurisdiction state in which it is incorporated, dated within ten business days the most recent practical date prior to Closing; and (li) to Sellers and the Foundation such other agreements, instruments and documents Closing Documents as Sellers reasonably deem necessary to effect the transactions contemplated hereby.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellersClosing, Buyer shall deliverdeliver to Seller: (a) to Sellers the Cash Consideration and the Share ConsiderationProceeds Payable to Seller, less the Indemnity Deposit and the LC Depositin accordance with section 2.05(d); (b) to the Escrow Agent the Indemnity Deposit and the LC Deposit in accordance with the Indemnity Escrow Agreement; (c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit; (d) to Sellers an assumption agreement, fully agreement duly executed by Buyer, in form and substance reasonably acceptable to Sellers, Buyer pursuant to which Buyer shall assume the future payment and performance of assumes the Assumed Liabilities; (c) the Amended and Restated Operating Agreement duly executed by VMC; (d) the License Agreement, in the form attached as Exhibit D, duly executed by VHS2; (e) to Sellers the Indemnity Escrow Transition Services Agreement, fully in the form attached as Exhibit E, duly executed by BuyerVHS2; (f) to Sellers the Registration Rights Agreement, fully VBIC Shareholders Agreement duly executed by BuyerVHFC; (g) to Sellers the Time & Material Management Services Agreement, fully duly executed by BuyerVHS2 and VMC; (h) to Sellers the Buyer Credit Agreement, duly executed by VHS2 (as borrower) and VHFC (as lender); (i) the agreement and plan of merger, duly executed by Valley Realty; (j) the memorandum of understanding or agreement between the LVN School and VHS-H, duly executed by VHS-H; (k) the employee lease agreement described in section 8.02(k), duly executed by Buyer or its Affiliate; (l) copies of resolutions duly adopted by the board boards of directors directors, members or managers of Buyer Vanguard and Buyer, as appropriate, authorizing and approving Buyer's the execution and delivery of this Agreement agreement and the TransactionClosing Documents and the consummation of the transactions contemplated therein, certified as true and in full force and effect as of the Closing Date by an the appropriate officer officers of Vanguard and Buyer; (im) to Sellers certificates of the a duly authorized President or a Vice President officer of Buyer each of VHS2 and Vanguard certifying that, except as expressly limited to a specific date, that each of the representations and warranties of Buyer contained in this Agreement agreement that is qualified as to materiality was true and correct on and as of the date of this agreement, that each of the other representations and warranties of Buyer in this agreement was true and correct in all material respects on and as of the date of this agreement, that each of the representations and warranties of Buyer in this agreement that is qualified as to materiality is true and correct on and as of the Closing Date Date, that each of the other representations and warranties of Buyer in this agreement is true and correct in all material respectsrespects on and as of the Closing Date, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before Closing (other than actions to be taken at the Closing, including the delivery of the Closing Date have Documents described in this section) has been complied with and performed in all material respects; (jn) to Sellers copies of resolutions duly adopted by the board of directors and members of Valley Realty, as appropriate, authorizing and approving the Merger, the execution and delivery of the agreement and plan of merger, certified as in full force and effect as of the Closing Date by the appropriate officers of Valley Realty; (o) certificates of incumbency for the officers of Vanguard and Buyer executing this Agreement agreement and other Closing documents, dated as of the Closing DateDocuments; (kp) to Sellers an original consent of the shareholders of VBIC executed by VHFC appointing the persons named on Schedule 8.02(w) as directors of VBIC effective upon and from and after the Closing; (q) certificates of existence and good standing of Vanguard and Buyer from the jurisdiction state in which it is incorporatedincorporated or formed, each dated within ten business no earlier than 15 days date prior to Closingthe Closing Date; and (lr) to Sellers such other agreements, instruments and documents Closing Documents as Sellers Seller deems reasonably deem necessary to effect consummate the transactions contemplated herebyby this agreement.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellersSeller, Buyer shall deliverdeliver to Seller the following: (a) to Sellers the Cash Consideration and the Share Consideration, less the Indemnity Deposit and the LC DepositPurchase Price; (b) to the Escrow Agent the Indemnity Deposit Bxxx of Sale and the LC Deposit in accordance with the Indemnity Escrow Agreement; (c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit; (d) to Sellers an assumption agreementAssignment, fully executed by Buyer, in form pursuant to which Buyer will take assignment and substance reasonably acceptable assume title to Sellersthe Assets; (c) the Assignment and Assumption Agreement, fully executed by Buyer, pursuant to which Buyer shall assume the future payment Assumed Liabilities and performance of the Assumed LiabilitiesContracts; (ed) to Sellers the Indemnity Escrow Agreement, fully executed by Buyer; (f) to Sellers the Registration Rights Agreement, fully executed by Buyer; (g) to Sellers the Time & Material Agreement, fully executed by Buyer; (h) to Sellers copies a copy of resolutions duly adopted by the board of directors of Buyer authorizing and approving the transactions contemplated hereby, Buyer's execution ’s performance of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and the Transactiondocuments described herein to which it is a party, certified as true and in of full force and effect as of the Closing Date by an appropriate officer of Buyer; (ie) to Sellers certificates the signature and incumbency of the duly officers of Buyer authorized President to execute and deliver this Agreement and the other agreements and documents that Buyer is required to deliver on or before the Closing Date pursuant to this Agreement, certified as true and accurate as of Closing by an appropriate officer of Buyer; (f) a Vice President certificate of an authorized officer of Buyer certifying that, except that each covenant and agreement of Buyer to be performed prior to or as expressly limited of Closing pursuant to a specific date, this Agreement has been performed in all material respects and that each of the representations and warranties of Buyer contained in this Agreement set forth herein is true and correct on and as of the Closing Date in all material respects, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been complied with and performed in all material respects; (j) to Sellers certificates of incumbency for the officers of Buyer executing this Agreement and other Closing documents, dated respects as of the Closing Date; (kg) to Sellers certificates a certificate of existence and good standing of Buyer from the jurisdiction in which it is incorporatedDelaware Secretary of State, dated within ten business days the most recent practical date prior to Closing; and (lh) a certificate of authority and active status of Buyer from the Florida Secretary of State, dated the most recent practical date prior to Sellers such other agreements, instruments and documents as Sellers reasonably deem necessary to effect the transactions contemplated herebyClosing.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellersSeller, Buyer shall deliverdeliver to Seller: (a) to Sellers the Cash Consideration and the Share Consideration, less the Indemnity Deposit and the LC DepositThe Purchase Price; (b) to the Escrow Agent the Indemnity Deposit and the LC Deposit in accordance with the Indemnity Escrow Agreement; (c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit; (d) to Sellers an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to Sellers, pursuant to which Buyer shall assume the future payment and performance of the Assumed Liabilities; (e) to Sellers the Indemnity Escrow Agreement, fully executed by Buyer; (f) to Sellers the Registration Rights Agreement, fully executed by Buyer; (g) to Sellers the Time & Material Agreement, fully executed by Buyer; (h) to Sellers copies Copies of resolutions duly adopted by the board boards of directors of Buyer and Radiologix authorizing and approving Buyer's the execution and delivery of this Agreement and the TransactionClosing Documents and the consummation of the transactions contemplated hereby, certified as true and in full force and effect as of the Closing Date by an appropriate officer officers of BuyerBuyer and Radiologix, respectively; (ic) to Sellers certificates A certificate of the duly authorized President or a Vice President of Buyer certifying that, except as expressly limited to a specific date, that each of the representations and warranties of Buyer contained in this Agreement that is qualified as to materiality is true and correct on and as of the Closing Date, that each of the other representations and warranties of Buyer contained in this Agreement is true and correct in all material respects on and as of the Closing Date in all material respectsDate, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been complied with and performed in all material respectsperformed; (jd) to Sellers certificates Certificates of incumbency for the respective officers of Buyer and Radiologix executing this Agreement and other Closing documents, dated as of the Closing DateDocuments; (ke) to Sellers certificates Certificates of existence and good standing of for Buyer from the jurisdiction states of Delaware and New York, and for Radiologix from the state of Delaware, in which it is incorporated, each case dated within ten business days the most recent practical date prior to Closing; and (lf) to Sellers such Such other agreements, instruments and documents Closing Documents as Sellers Seller reasonably deem deems necessary to effect the transactions contemplated hereby.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellersSeller, Buyer shall deliverdeliver or cause to be delivered to Seller: (a) to Sellers the Cash Consideration and the Share Consideration, less the Indemnity Deposit and the LC DepositPurchase Price; (b) to the Escrow Agent the Indemnity Deposit and the LC Deposit in accordance with the Indemnity Escrow Agreement; (c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit; (d) to Sellers an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to SellersSeller, pursuant to which Buyer shall assume the future performance of the obligations of the Assumed Contracts and the payment and performance of the Assumed Liabilities; (ec) to Sellers the Indemnity Escrow Agreement, fully executed by Buyer; (f) to Sellers the Registration Rights Agreement, fully executed by Buyer; (g) to Sellers the Time & Material Agreement, fully executed by Buyer; (h) to Sellers copies of resolutions or equivalent instruments duly adopted by Nucor and by the board of directors members of Buyer authorizing and approving Buyer's the execution and delivery of this Agreement and the consummation of the Transaction, certified as true and in full force and effect as of the Closing Date by the members or an appropriate officer of BuyerBuyer and by an officer of Nucor, as appropriate; (id) to Sellers certificates of the duly authorized President officer or a Vice President manager of Buyer certifying that, except as expressly limited to a specific date, that each of the representations and warranties of Buyer contained in this Agreement is true and correct on and as of the Closing Date in all material respects, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been complied with and performed in all material respects; (je) to Sellers certificates of incumbency for the officers of Buyer executing this Agreement and other Closing documents, dated as of the Closing Date; (k) to Sellers certificates of existence and good standing of Buyer from the jurisdiction in which it is incorporatedState of Delaware, dated within ten business thirty (30) days date prior to Closingthe Closing Date; (f) a counterpart of each of the Operating Lease and the Non-Compete Agreement, executed by Buyer and/or Nucor, as appropriate; and (lg) to Sellers such other instruments, agreements, instruments certificates and documents as Sellers Seller reasonably deem deems necessary to effect the transactions Transaction, including without limitation the assignment contemplated herebyby Section 5.07(c) hereof.