Common use of Action of Seller at Closing Clause in Contracts

Action of Seller at Closing. At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the following: (a) certificates representing the Stock, duly endorsed to Buyer, or with duly executed stock powers conveying the right of Buyer to have the Stock transferred in to Buyer's name; (b) copies of corporate resolutions duly adopted by the respective Board of Directors of Seller and SCH, authorizing and approving each such corporation's performance of the transactions contemplated hereby and the execution and delivery of the documents described herein to which each is a party, certified as true and of full force as of Closing by appropriate officers of each such corporation; (c) certificates, dated as of the Closing Date, of appropriate officers of each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH to be performed prior to or as of Closing pursuant to this Agreement have been performed; (d) certificates of incumbency, dated as of the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents delivered for Closing; (e) certificates of corporate existence or good standing certificates and qualifications to do business of each of Seller and SCH from their states of incorporation and in which SCH does business, dated the most recent practical date prior to Closing; (f) subject to Section 1.3 hereof, the Assets, and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets; (g) the Information Systems Agreement (as hereinafter defined); (h) The resignations of all officers and directors of SCH effective the Effective Time.

Action of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall deliver or shall cause to be delivered to Buyer the followingBuyer: (a) certificates representing the StockA xxxx of sale and assignment, duly endorsed fully executed by Seller, in form and substance acceptable to Buyer, or with duly executed stock powers conveying to Buyer good and valid title to the right Assets free and clear of Buyer to have the Stock transferred in to Buyer's nameall Encumbrances (other than Permitted Encumbrances); (b) copies assignments, fully executed by Seller, in form and substance acceptable to Buyer, conveying to Buyer Seller’s interests in the Assumed Contracts; (c) Copies of corporate resolutions duly adopted by the respective Board of Directors partners of Seller and SCH, authorizing and approving each such corporation's performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein to which each is a partyClosing Documents and the consummation of the transactions contemplated hereby, certified as true and of in full force and effect as of the Closing Date by appropriate officers of each such corporationSeller’s general partner; (cd) certificates, dated A certificate of the duly authorized President or Vice President of Seller’s general partner certifying that each of the representations and warranties of Seller contained in this Agreement that is qualified as to materiality is true and correct on and as of the Closing Date, of appropriate officers of that each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective other representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are is true and correct in all material respects on and all respective covenants and agreements of Seller and SCH to be performed prior to or as of Closing pursuant to this Agreement have been performed; (d) certificates of incumbency, dated as of the Closing Date, for and that each and all of the officers of each of terms, covenants and agreements to be complied with or performed by Seller on or before the Closing Date have been complied with and SCH making certifications for Closing, or executing documents delivered for Closingperformed; (e) certificates Certificates of corporate incumbency for the respective officers of Seller’s general partner executing the Agreement and the Closing Documents; (f) Certificates of existence or and good standing certificates and qualifications to do business of each of for Seller and SCH Seller’s general partner from their the states of incorporation Delaware and Texas and for Radiologix from the state of Delaware, in which SCH does business, each case dated the most recent practical date prior to Closing; (f) subject to Section 1.3 hereof, the Assets, and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets;; and (g) Such other Closing Documents as Buyer reasonably deems necessary to effect the Information Systems Agreement (as hereinafter defined); (h) The resignations of all officers and directors of SCH effective the Effective Timetransactions contemplated hereby.

Action of Seller at Closing. At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the following: (a) certificates representing a general warranty deed or deeds in recordable form executed by a duly authorized officer of Seller, conveying to Buyer fee title to the StockReal Property, duly endorsed subject to Buyer, or with duly executed stock powers conveying the right of Buyer to have the Stock transferred Permitted Encumbrances (as defined in to Buyer's nameSection 3.7 hereof); (b) the Assignment and Undertaking Agreement executed by a duly authorized officer of Seller assigning to Buyer all the Assumed Leases and Assumed Contracts; (c) a general bill xx sale and assignment executed by a duly authorized officer of Seller conveying and assigning to Buyer good and marketable title to all of the other tangible and intangible Assets, free and clear of all liabilities, claims, liens, security interests and other encumbrances other than the Assumed Liabilities and the Permitted Exceptions (the "Bill xx Sale"); (d) the Capital Improvements Agreement substantially in the form attached hereto as Exhibit 2.2(d)(i) (the "Capital Improvements Agreement") and the Employee Leasing Agreement substantially in the form attached hereto as Exhibit 2.2(d)(ii) (the "Employee Leasing Agreement"), each executed by a duly authorized officer of Seller; (e) copies of corporate resolutions duly adopted by the respective Board of Directors of Seller and SCH, authorizing and approving each such corporationSeller's performance of the transactions contemplated hereby and the execution and delivery of the documents described herein to which each is a partyherein, certified as true and of full force as of Closing by appropriate officers of each such corporationSeller; (cf) certificates, certificates dated as of the Closing Date, Date of the appropriate officers of each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH to be performed prior to or as of the Closing pursuant to this Agreement have been performedperformed by Seller or waived by Buyer; (dg) certificates of incumbency, dated as of the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents this Agreement, deeds, the Assignment and Undertaking Agreement, Bill xx Sale, or any other document, agreement or certificate contemplated by the terms hereof to be executed and delivered for Closing;by Seller; and (eh) certificates certificate of corporate existence or good standing certificates and qualifications to do business of each the Seller from the State of Seller and SCH from their states of incorporation and in which SCH does businessArizona, dated the most recent practical date prior to Closing;; and (fi) subject to Section 1.3 hereof1.2 hereof and except as otherwise described on Schedule 2.2(i), all of Seller's Assumed Contracts, Assumed Leases, Replacement Contracts (as hereinafter defined), commitments, books, records and other data relating to the Assets, and simultaneously provided that, upon reasonable notice to Buyer, Seller shall have the right to obtain copies thereof, at its sole expense, following the Closing. Simultaneously with such the delivery of the foregoing items, Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets; (g) the Information Systems Agreement (as hereinafter defined); (h) The resignations of all officers and directors of SCH effective the Effective Time.

Action of Seller at Closing. At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the following: (a) certificates representing the Stock, duly endorsed to Buyer, or with duly executed stock powers conveying the right of Buyer to have the Stock transferred in to Buyer's name; (b) copies of corporate resolutions duly adopted by the respective Board of Directors of Seller and SCHBCG, authorizing and approving each such corporation's performance of the transactions contemplated hereby and the execution and delivery of the documents described herein to which each is a party, certified as true and of full force as of Closing by appropriate officers of each such corporation; (c) certificates, dated as of the Closing Date, of appropriate officers of each of Seller and SCH BCG certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of Seller and SCH BCG as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH BCG to be performed prior to or as of Closing pursuant to this Agreement have been performed; (d) certificates of incumbency, dated as of the Closing Date, for the officers of each of Seller and SCH BCG making certifications for Closing, or executing documents delivered for Closing; (e) certificates of corporate existence or good standing certificates and qualifications to do business of each of Seller and SCH BCG from their states of incorporation and in which SCH BCG does business, dated the most recent practical date prior to Closing; (f) subject to Section 1.3 hereof, the Assets, and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets; (g) the Information Systems Agreement (as hereinafter defined)Agreement; (h) The resignations of all officers and directors of SCH effective the Effective Time.

Action of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall deliver or shall cause to be delivered to Buyer the following: (a) certificates representing a special warranty deed, fully executed by Seller, transferring good title to the StockReal Property, duly endorsed to Buyer, or with duly executed stock powers conveying the right form of Buyer to have which is attached hereto as Exhibit 4.2(b) (the Stock transferred in to Buyer's name“Real Property Deed”); (b) copies a Bxxx of corporate Sale and Assignment (the “Bxxx of Sale”), fully executed by Seller, transferring to Buyer good title to all tangible and intangible assets comprising the Assets (other than the Real Property), the form of which is attached hereto as Exhibit 4.2(c); (c) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by Seller, pursuant to which Seller assigns and Buyer assumes all right, title and interest of Seller in, to and under the Assumed Contracts, the form of which is attached hereto as Exhibit 4.2(d); (d) a copy of resolutions duly adopted by the respective Board board of Directors directors, board of trustees or other authorized governing body of Seller and SCH, authorizing and approving each such corporation's the transactions contemplated hereby, Seller’s performance of the transactions contemplated hereby and the execution execution, delivery and delivery performance of this Agreement and the documents described herein to which each Seller is a party, certified as true and of full force as of Closing by an appropriate officers officer of each such corporationSeller; (ce) certificates, dated as the signature and incumbency of the Closing Date, of appropriate officers of each of Seller authorized to execute and SCH certifying thatdeliver this Agreement and the other agreements and documents that Seller is required to deliver on or before the Closing Date pursuant to this Agreement, to the best of such officer's knowledge certified as true and belief, accurate as of Closing all by an appropriate officer of the respective representations and warranties by or on behalf Seller; (f) a certificate of an officer of Seller certifying that each covenant and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements agreement of Seller and SCH to be performed prior to or as of Closing pursuant to this Agreement have has been performed; (d) certificates performed in all material respects and that each of incumbency, dated the representations and warranties of Seller set forth herein is true and correct in all material respects as of the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents delivered for Closing; (eg) certificates a certificate of corporate existence or and good standing certificates and qualifications to do business of each (or its functional equivalent) of Seller from the Florida Secretary of State and SCH from their states any foreign qualifications of incorporation and in which SCH does businessSeller, dated the most recent practical date prior to Closing; (f) subject to Section 1.3 hereof, the Assets, and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets; (g) the Information Systems Agreement (as hereinafter defined);; and (h) The resignations Seller shall supply an “owner’s affidavit” reasonably acceptable to the title company to cause the Schedule B-II “preprinted” exceptions (except for matters shown on the survey) to be deleted from the final title policy, together with such other certificates or matters as the title company shall reasonably require to satisfy Seller’s requirement to issue a valid Owner’s Title Policy, insuring Buyer’s interest in the Real Property in an amount equal to the value allocable to the same, and any endorsements to the policy reasonably requested by and available in the State of all officers and directors of SCH effective the Effective TimeFlorida.

Action of Seller at Closing. At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the followingBuyer: (a) certificates representing Special Warranty Deed, fully executed by Seller in recordable form, conveying to Buyer good and marketable fee title to the StockOwned Real Property, duly endorsed and Assignment and Assumption of Leases, fully executed by Seller in recordable form, assigning to BuyerBuyer leasehold title to the Leased Real Property, or with duly executed stock powers conveying in each case subject only to current Taxes not yet due and payable as of the right of Buyer to have Closing Date and the Stock transferred in to Buyer's namePermitted Encumbrances; (b) copies A General Assignment, Conveyance, and Bill of corporate Sale, fully executed by Seller, conveying to Buyer good and marketable title to all tangible assets that are a part of the Assets and valid title to all intangible assets that are a part of the Assets, free and clear of all liabilities, claims, liens, security interests, and restrictions other than the Assumed Liabilities and the Permitted Encumbrances (the “Bill of Sale”); (c) An Assignment and Assumption Agreement, fully executed by Seller, conveying to Buyer Seller’s interest in the Assumed Contracts (the “Assignment and Assumption Agreement”); (d) All instruments, documents, and affidavits required by the Title Company to issue the Title Policy as described in and provided by Section 5.17 hereof that are consistent with the Connecticut Standards of Title; (e) the Transitional Services Agreement, fully executed by Seller; (f) Copies of resolutions duly adopted by the respective Board of Directors Trustees of Seller and SCHSeller, authorizing and approving each such corporation's the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein to which each is a partyherein, certified as true and of full force as of Closing the Closing, by the appropriate officers or other representatives of each such corporationSeller; (cg) certificates, dated as A certificate of the Closing Date, of appropriate officers of each President or a Vice President of Seller certifying that each covenant and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf agreement of Seller and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH to be performed prior to or as of the Closing pursuant to this Agreement have has been performedperformed and each representation and warranty of Seller is true and correct on the Closing Date, as if made on and as of the Closing; (dh) certificates Certificates of incumbencyincumbency for the officers or representatives of Seller executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing, dated as of the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents delivered for Closing; (ei) certificates Certificates of corporate existence or good standing certificates and qualifications to do business of each of Seller and SCH from their states of incorporation and the state in which SCH does businessit is incorporated, dated the most recent practical date prior to the Closing; (fj) All Certificates of Title and other documents evidencing an ownership interest conveyed as part of the Assets, including, without limitation, all JV Interests (subject to Section 1.3 hereof, the Assets2.01(q)), and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer Investment interests in actual possession CAGW, WMA and operating control of the AssetsMMA; (gk) An affidavit stating that Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Information Systems Agreement (Code, as hereinafter defined)amended; (hl) The resignations All necessary state and local real estate conveyance Tax forms duly executed by Xxxxxx; (m) Final execution copy of all officers the Transfer Act Form III and directors ECAF, as more fully described in Section 5.06; (n) Limited powers of SCH effective attorney to permit Xxxxx to utilize Seller’s DEA registration numbers, in substantially the Effective Timeform of Exhibit B attached hereto, fully executed by Seller; and (o) Such other instruments and documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby.

Action of Seller at Closing. At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the following: (a) certificates representing consent of Bell Atlantic Tricon Lxxxxng Corporation or its successors or assigns to the Stockassignment of the Facility Lease on terms mutually agreed to by Buyer and Seller, duly endorsed including without limitation an Estoppel Certificate reasonably acceptable to Buyer, or with duly which consent, estoppel certificate and such other agreements executed stock powers conveying by the right of Buyer to have the Stock transferred in to Buyer's nameparties shall be attached hereto as SCHEDULE 2.2.A; (b) the Assignment and Undertaking; (c) bills of sale and assignments conveying and assigning to Buyer all other Assets; (d) copies of corporate resolutions duly adopted by the respective Board Boards of Directors of Seller and SCHby the shareholder of Seller, authorizing and approving each such corporation's performance of the transactions contemplated hereby and the execution and delivery of the documents described herein to which each is a partyherein, certified as true and of full force as of Closing by appropriate officers of each such corporation; (ce) certificates, dated as of the Closing Date, of appropriate officers of each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH to be performed prior to or as of Closing pursuant to this Agreement have been performed; (df) certificates of incumbency, dated as of the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents deeds, the Assignment and Undertaking, the bill of sale, the Xxxormation Systems Agreement (as hereinafter defined), the Medicare Reconciliation Note, other agreements delivered for Closingat Closing or this Agreement; (eg) certificates of corporate existence or good standing certificates and qualifications to do business of each of Seller and SCH Paracelsus from their states of incorporation and in which SCH does businessthe Stxxx xx Xxxifornia, dated the most recent practical date prior to Closing; (fh) subject to Section 1.3 1.2 hereof, all of Seller's Contracts, Leases, commitments, books, records and other data relating to the Assets, and simultaneously with such delivery and Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets; (gi) the Information Systems Agreement (as hereinafter definedif not executed separately from the Information Systems Agreement executed by the parties pursuant to Section 2.2(i) of the CCH Agreement);. (hj) The resignations of all officers such agreements as may be necessary to permit Buyer to negotiate, deposit and directors of SCH effective otherwise receive for its own account the Effective TimeAssets and receive payments on the Medicare Reconciliation Note; and (k) the Medicare Reconciliation Note.

Action of Seller at Closing. At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the followingBuyer: (a) certificates representing the Stockspecial warranty deeds, duly endorsed executed by Seller in recordable form, conveying to BuyerBuyer fee simple title to the Owned Real Property, or with duly executed stock powers conveying free and clear of Encumbrances other than the right of Buyer to have the Stock transferred in to Buyer's namePermitted Real Property Encumbrances; (b) assignment and assumption agreements duly executed by Seller conveying to Buyer all of Seller’s right, title and leasehold interest in and to the Leased Real Property; (c) bills of sale and assignment duly executed by Seller conveying to Buyer good and valid title to all personal property Assets, free and clear of Encumbrances other than the Permitted Personal Property Encumbrances; (d) assignments duly executed by Seller conveying to Buyer Seller’s interests in the Assumed Contracts; (e) the Amended and Restated Operating Agreement duly executed by VBMC-B; (f) the License Agreement, in the form attached as Exhibit D, duly executed by the Foundation, VBHH and VBHS; (g) the Transition Services Agreement, in the form attached as Exhibit E, duly executed by VBHS, VBHH and the Foundation; (h) the VBIC Shareholders Agreement duly executed by VBIH; (i) the agreement and plan of merger, duly executed by VBRC II, pursuant to which the Merger is consummated; (j) a memorandum of understanding or agreement between the LVN School and VHS-H duly executed by VBMC, pursuant to which LVN School students may have opportunities for clinical and observational education at VBMC; (k) an employee lease agreement, duly executed by VBMC, pursuant to which Buyer leases to VBMC the chief nursing officer and chief executive officer of Valley Baptist Medical Center so that such persons may continue to serve during the Interim Period in their current roles with regard to the management, authority and reporting channels of the LVN School; (l) a balance sheet of VBIC as of the Closing Date, certified by Seller’s chief financial officer as true and accurate, showing compliance with both the capital, surplus, minimum reserve, liquidity and other financial requirements of the insurance laws of the State of Texas and the Texas Department of Insurance applicable to the conduct of VBIC’s business, and with prudent actuarial practices; (m) original or certified copies of corporate the tail insurance policies required by section 5.29 and receipts evidencing payment of the premiums therefor; (n) copies of resolutions duly adopted by the respective Board board of Directors directors, trustees or shareholders of Seller and SCHeach Seller, as appropriate, authorizing and approving each such corporation's performance the execution and delivery of this agreement and the Closing Documents and the consummation of the transactions contemplated hereby therein, certified as in full force and effect as of the Closing Date by the appropriate officers of such Seller; (o) a certificate of a duly authorized officer of VBHS certifying that (i) each of the representations and warranties of Seller in this agreement that is qualified as to materiality was true and correct on and as of the date of this agreement, (ii) each of the other representations and warranties of Seller in this agreement was true and correct in all material respects on and as of the date of this agreement, (iii) each of the representations and warranties of Seller in this agreement (other than the representation in section 3.08(l)) is true and correct on and as of the Closing Date, disregarding all qualifiers and exceptions relating to materiality, except where the failure of the representations and warranties of Seller to be true and correct on and as of the Closing Date has not resulted in, and would not reasonably be expected to result in, individually or in the aggregate, (1) Losses of $10,000,000 or more, or (2) an adverse effect on EBITDA of the Hospital Businesses of at least $2,000,000 on an annualized basis and (iv) each of the covenants to be complied with or performed by Seller on or before Closing (other than actions to be taken at the Closing, including the delivery of the Closing Documents described in this section 8.02) has been complied with and performed in all material respects; (p) copies of resolutions duly adopted by the board of directors and shareholders of VBRC, as appropriate, authorizing and approving the merger of VBRC into VB Realty Corporation and VBRC II, the Merger, the execution and delivery of the documents described herein to which each is a partyagreement and plan of merger, certified as true and of in full force and effect as of the Closing Date by the appropriate officers of each such corporationVBRC; (cq) certificatescertificates of incumbency for the officers of Seller executing this agreement and the Closing Documents; (r) certificates of existence and good standing from the State of Texas, each dated no earlier than 15 days prior to the Closing Date; (s) stock certificates and certificates or other appropriate instruments of transfer of the ownership interests in the Transferring Subsidiaries (other than VBIC), the Non-Profit Corporations and the Joint Ventures, duly endorsed for transfer to Buyer, and, to the extent obtained prior to Closing, any amendment to the operating agreement, bylaws or other governing documents of each Joint Venture that Buyer determines, in its reasonable discretion, is necessary to fully effectuate the transfer of the ownership interest in the Joint Ventures to Buyer; (t) stock certificate(s) evidencing the VBIC Shares, duly endorsed for transfer to VHFC; (u) written resignations of the directors and officers of (or persons holding comparable positions in) the Transferring Subsidiaries (except, with respect to VBIC, as provided in subsection 8.02(w)), effective on and as of the Closing Date; (v) a certified copy of resolutions of the board of directors of VBIC reducing the size of the board of directors of VBIC to five, accompanied by written resignations of the directors and officers of VBIC effective on and as of the Closing Date, provided that one director may, at the discretion of appropriate officers Seller, continue to hold his or her membership on the VBIC board of each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH to be performed prior to or as of Closing pursuant to this Agreement have been performeddirectors; (dw) certificates of incumbency, dated as an original consent of the Closing Date, for shareholders of VBIC executed by VBIH appointing the officers persons named on Schedule 8.02(w) as directors of each of Seller VBIC effective upon and SCH making certifications for Closing, or executing documents delivered for from and after the Closing; (ex) certificates possession and custody of corporate existence the original minute books and transfer ledgers for the Transferring Subsidiaries, the original minute books for the Non-Profit Corporations, and, to the extent in Seller’s possession or good standing certificates and qualifications to do business of each of Seller and SCH from their states of incorporation and in which SCH does businesscontrol, dated similar organizational books for the most recent practical date prior to ClosingJoint Ventures; (fy) subject limited powers of attorney to Section 1.3 hereofpermit Buyer to utilize Seller’s DEA registration numbers on a temporary basis until such time as Buyer obtains its own DEA registration numbers; (z) a statement pursuant to section 1.1445-2(b)(2)(iv) of the Treasury Regulations under the Code, executed on behalf of each Seller conveying an interest in Owned Real Property to Buyer, certifying that such Seller is not a foreign corporation and is not otherwise a foreign person; (aa) a list of source or access codes to computers, combinations to safes and the Assetslocation of and keys to safe deposit boxes, and simultaneously with such delivery Seller will take all such steps as may reasonably be required if any, to put Buyer the extent that the foregoing are included in actual possession and operating control of the Assets; (gbb) the Information Systems Agreement (as hereinafter defined)certificates of title for all motor vehicles that are Assets; (hcc) The resignations UCC termination statements or other releases for all Encumbrances on the Assets not constituting Permitted Encumbrances, which termination statements and releases will be effective as of all officers and directors Closing; and (dd) an “occasional sale” sales tax exemption certificate for the benefit of SCH effective each appropriate Buyer; and (ee) such other Closing Documents as Buyer deems reasonably necessary to consummate the Effective Timetransactions contemplated by this agreement.

Action of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall deliver or shall cause to be delivered to Buyer the followingBuyer: (a) certificates representing the StockA bxxx of sale and assignment, duly endorsed fully executed by Seller, in form and substance acceptable to Buyer, or with duly executed stock powers conveying to Buyer good and valid title to the right Partnership Interests owned by Seller free and clear of Buyer to have the Stock transferred in to Buyer's nameall Encumbrances; (b) copies Copies of corporate resolutions duly adopted by the respective Board of Directors partners of Seller and SCH, authorizing and approving each such corporation's performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein to which each is a partyClosing Documents and the consummation of the transactions contemplated hereby, certified as true and of in full force and effect as of the Closing Date by appropriate officers of each such corporationSeller’s general partner; (c) certificates, dated A certificate of the duly authorized President or Vice President of Seller’s general partner certifying that each of the representations and warranties of Seller contained in this Agreement that is qualified as to materiality is true and correct on and as of the Closing Date, of appropriate officers of that each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective other representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are is true and correct in all material respects on and as of the Closing Date, and that each and all respective of the terms, covenants and agreements of Seller and SCH to be complied with or performed prior to by Seller on or as of before the Closing pursuant to this Agreement Date have been complied with and performed; (d) certificates Certificates of incumbency, dated as incumbency for the respective officers of Seller’s general partner executing the Agreement and the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents delivered for ClosingDocuments; (e) certificates Certificates of corporate existence or and good standing certificates and qualifications to do business of each of for Seller and SCH Seller’s general partner from their the states of incorporation Delaware and Texas and for Radiologix from the state of Delaware, in which SCH does business, each case dated the most recent practical date prior to Closing; (f) subject to One or more certificates evidencing the insurance policy requirements described in Section 1.3 hereof, the Assets, and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets;5.14; and (g) Such other Closing Documents as Buyer reasonably deems necessary to effect the Information Systems Agreement (as hereinafter defined); (h) The resignations of all officers and directors of SCH effective the Effective Timetransactions contemplated hereby.

Action of Seller at Closing. At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the following: (aA) certificates representing General Xxxx of Sale and Assignment, fully executed by Seller conveying to Buyer good and marketable title to each of the StockAssets, duly endorsed to Buyerfree and clear of all liens, or with duly executed stock powers conveying the right of Buyer to have the Stock transferred in to Buyer's namesecurity interests, claims, liabilities, and other encumbrances; (bB) copies An Assignment and Assumption Agreement fully executed by Seller, conveying to Buyer Seller's interest in the Assumed Liabilities; (C) Evidence satisfactory to Buyer that Seller has taken all action necessary to authorize the execution, delivery and performance of corporate resolutions duly adopted this Agreement and the documents described herein and that the person or persons executing the Closing documents on behalf of Seller have full right, power, and authority to do so; (D) The Allocation Agreement described in Section 2.2 above, fully executed by Seller; (E) A certificate, dated the Closing Date, executed by the respective secretary or assistant secretary of Seller, certifying resolutions of the Board of Directors and of the shareholders of Seller approving and SCHauthorizing the execution, authorizing delivery and approving performance by Seller of this Agreement and of each such corporation's performance of the other documents to which Seller is a party and the consummation of the transactions contemplated hereby and the execution and delivery thereby. (F) A copy of the documents described herein to which each is a partyCertificate of Incorporation of Seller, certified as true by the Secretary of State of the State of Texas, and a copy of full force as the Bylaws of Closing by appropriate officers of each such corporationSeller; (cG) certificates, dated as Articles of Amendment to the Closing Date, Articles of appropriate officers of each Incorporation of Seller and SCH certifying that, to changing the best name of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH to be performed prior to or as of Closing pursuant to this Agreement have been performedSeller; (dH) certificates of incumbency, dated as of the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, Actual or executing documents delivered for Closing; (e) certificates of corporate existence or good standing certificates and qualifications to do business of each of Seller and SCH from their states of incorporation and in which SCH does business, dated the most recent practical date prior to Closing; (f) subject to Section 1.3 hereof, the Assets, and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer in actual constructive possession and operating control of the Assets; (gI) A Certificate of Good Standing from the Information Systems Agreement State of Texas as of a date within thirty (as hereinafter defined)30) days before the Closing Date; (hJ) The resignations An assignment of all officers the Office Lease as executed by Seller and directors a consent and estoppel certificate for the Office Lease; (K) Evidence reasonably satisfactory to Buyer that any liens of SCH effective record on the Effective Timedate hereof have been removed or released; (L) A legal opinion of Seller's counsel substantially in the form as attached hereto as Exhibit 3.2(m); and (M) Such other instruments and documents, including, without limitation, third-party consents, releases of liens, terminations of security interests, and estoppel certificates, as Buyer reasonably deems necessary to effect the transactions contemplated hereby and to place Buyer in legal and operational possession of the Assets.

Action of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall deliver or shall cause to be delivered to Buyer the followingBuyer: (a) certificates representing the StockA xxxx of sale and assignment, duly endorsed fully executed by Seller, in form and substance acceptable to Buyer, or with duly executed stock powers conveying and assigning to Buyer good and valid title to the right Assets free and clear of Buyer to have the Stock transferred in to Buyer's nameall Encumbrances (other than Permitted Encumbrances); (b) copies Copies of corporate resolutions duly adopted by the respective Board boards of Directors directors of Seller Seller, MI and SCH, PG authorizing and approving each such corporation's performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein to which each is a partyClosing Documents and the consummation of the transactions contemplated hereby, certified as true and of in full force and effect as of the Closing Date by appropriate officers of each such corporationSeller, MI and PG, respectively; (c) certificates, dated A certificate of the duly authorized President or Vice President of Seller certifying that each of the representations and warranties of Seller contained in this Agreement that is qualified as to materiality is true and correct on and as of the Closing Date, of appropriate officers of that each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective other representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are is true and correct in all material respects on and as of the Closing Date, and that each and all respective of the terms, covenants and agreements of Seller and SCH to be complied with or performed prior to by Seller on or as of before the Closing pursuant to this Agreement Date have been complied with and performed; (d) certificates Certificates of incumbencyincumbency for the respective officers of Seller, dated as of MI and PG executing this Agreement and the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents delivered for ClosingDocuments; (e) certificates Certificates of corporate existence or and good standing certificates and qualifications to do business of each of for Seller and SCH from their the states of incorporation Illinois and New York, and for MI and PG from the state of Florida, in which SCH does business, each case dated the most recent practical date prior to Closing;; and (f) subject Such other Closing Documents as Buyer reasonably deems necessary to Section 1.3 hereof, effect the Assets, and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets; (g) the Information Systems Agreement (as hereinafter defined); (h) The resignations of all officers and directors of SCH effective the Effective Timetransactions contemplated hereby.

Action of Seller at Closing. At the Closing, Seller shall deliver or shall cause to be delivered to Buyer the following: (a) certificates representing a grant deed or deeds in recordable form, conveying to Buyer fee title to the StockReal Property interests that are designated in SCHEDULE 1.1(A) as parcels that are owned in fee simple by Seller, duly endorsed subject only to Buyer, or with duly executed stock powers conveying the right of Buyer to have the Stock transferred in to Buyer's namePermitted Encumbrances; (b) the Assignment and Undertaking; (c) bills of sale and assignments conveying and assigning to Buyer all other Assets; (d) copies of corporate resolutions duly adopted by the respective Board Boards of Directors of Seller and SCHby the shareholder of Seller, authorizing and approving each such corporation's performance of the transactions contemplated hereby and the execution and delivery of the documents described herein to which each is a partyherein, certified as true and of full force as of Closing by appropriate officers of each such corporation; (ce) certificates, dated as of the Closing Date, of appropriate officers of each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH to be performed prior to or as of Closing pursuant to this Agreement have been performed; (df) certificates of incumbency, dated as of the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents deeds, the Assignment and Undertaking, the bill of sale, the Information Systems Agreement (as hereinafter defined), the Medicare Reconciliation Note, other agreements delivered for Closingat Closing or this Agreement; (eg) certificates of corporate existence or good standing certificates and qualifications to do business of each of Seller and SCH Paracelsus from their states of incorporation and in which SCH does businessthx Xxxxx xx California, dated the most recent practical date prior to Closing; (fh) subject to Section 1.3 1.2 hereof, all of Seller's Contracts, Leases, commitments, books, records and other data relating to the Assets, and simultaneously with such delivery and Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets; (gi) the Information Systems Agreement (as hereinafter defined)Agreement; (hj) The resignations of all officers any documents required by the Title Company (as defined herein) in order for the Title Company to deliver the Title Policies (as defined herein) subject only to the Permitted Encumbrances; (k) such agreements as may be necessary to permit Buyer to negotiate, deposit and directors of SCH effective otherwise receive for its own account the Effective TimeAssets and receive payments on the Medicare Reconciliation Note; and (l) the Medicare Reconciliation Note.

Action of Seller at Closing. At the ClosingClosing unless otherwise waived in writing by Buyer, Seller shall deliver or shall cause to be delivered to Buyer the followingdeliver: (a) certificates representing the Stockto Buyer deeds containing special warranties of title and where applicable assignments of lease, duly endorsed in form and substance reasonably acceptable to Buyer, or with duly fully executed stock powers by Seller in recordable form, conveying to Buyer good and marketable fee title to the right owned Real Property and valid leasehold title to the leased Real Property, free and clear of Buyer to have all Encumbrances other than the Stock transferred in to Buyer's namePermitted Encumbrances; (b) to Buyer bills of sale and assignment, fully executed by Seller, in form and substance reasonably acceptable to Buyer, conveying to Buyer good and valid title to all Assets other than the Real Property, free and clear of all Encumbrances; (c) to Buyer assignments, fully executed by Seller, in form and substance acceptable to Buyer, conveying Seller’s interests in the Assumed Contracts to Buyer; (d) to Buyer copies of corporate resolutions or equivalent instruments duly adopted by the respective Board of Directors governing body of Seller and SCHand, if required, the partners or members of Seller, authorizing and approving each such corporation's performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein to which each is a partyconsummation of the transactions contemplated hereby, certified as true and of in full force and effect as of the Closing Date by the appropriate officers officers, members or partners of Seller; Table of Contents (e) to Buyer certificates of the duly authorized President or Vice President or similar officer of Seller certifying that, except where expressly limited to a specific date, each such corporationof the representations and warranties of Seller 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, covenant and agreements to be complied with or performed by Seller on or before the Closing Date have been complied with and performed in all material respects; (cf) certificatesto Buyer certificates of incumbency or evidence of appropriate power of attorney for the respective directors or officers of Seller executing the Agreement and other Closing documents, dated as of the Closing Date, of appropriate officers of each of Seller and SCH certifying that, to the best of such officer's knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of Seller and SCH as appropriate, contained in this Agreement are true and correct and all respective covenants and agreements of Seller and SCH to be performed prior to or as of Closing pursuant to this Agreement have been performed; (d) certificates of incumbency, dated as of the Closing Date, for the officers of each of Seller and SCH making certifications for Closing, or executing documents delivered for Closing; (e) certificates of corporate existence or good standing certificates and qualifications to do business of each of Seller and SCH from their states of incorporation and in which SCH does business, dated the most recent practical date prior to Closing; (f) subject to Section 1.3 hereof, the Assets, and simultaneously with such delivery Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Assets; (g) to Buyer a certificate of good standing from the Information Systems Agreement jurisdiction in which Seller is organized, dated within thirty (as hereinafter defined);30) days prior to the Closing Date; and (h) The resignations of all officers to Buyer such other instruments, agreements, certificates and directors of SCH effective documents as Buyer reasonably deems necessary to effect the Effective TimeTransaction.