Common use of Actions of Buyer at Closing Clause in Contracts

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the following: (a) An amount equal to the Purchase Price in immediately available funds; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer Entity; (e) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated or formed, dated the most recent practical date prior to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (l) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the following: (a) An amount equal to the The Purchase Price in immediately available funds; (b) The POA, executed by Xxxxx; (c) The Assignment of Leases, fully executed by each applicable Buyer EntityXxxxx, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (cd) The Bills of Sale, fully executed by Xxxxx; (e) The Assignment and Assumption AgreementsAgreement, fully executed by each applicable Buyer EntityXxxxx, pursuant to which the Buyer Entities Xxxxx shall assume the future payment and performance of the Assumed Contracts and the Assumed Liabilities as provided in this Agreement; (df) Copies of resolutions duly adopted by the Board Boards of Directors of Buyer Xxxxx and each Buyer Entity Xxxxxxxx authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer Xxxxx and each Buyer EntityXxxxxxxx; (eg) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (fh) Certificates of incumbency for the respective officers of Buyer Xxxxx and each Buyer Entity Vandalia executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (gi) Certificates Certificate of existence and good standing of Buyer and each Buyer Entity Vandalia from the state in which each is incorporated or formed, dated the most recent practical date prior to Closing; (hj) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (ik) The Transition Services Agreement, fully executed by Buyer or its AffiliatesAffiliates(s), as applicable; (jl) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; (m) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (ln) Such other agreements and instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated herebyrequested by Seller.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the following: (a) An amount equal to the Purchase Price in immediately available funds; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer Entity; (e) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated or formed, dated the most recent practical date prior to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its AffiliatesAffiliates(s), as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; (k) The Billing and Collection Agreement, fully executed by Xxxxx or its Affiliate(s), as applicable; (l) A Medicare Transition Agreement for each Part A provider, fully executed by each applicable Buyer Entity; and (lm) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx Buyer shall deliver to Seller the following: (a) An amount equal to the Purchase Price and note prepayment in immediately available funds; (b) The Assignment of Leasesand Assumption Agreement, fully executed by each applicable Buyer Entityor Buyer Entities, pursuant to which the Buyer or one or more Buyer Entities shall assume the future payment and performance of the leases of Contracts as to the Leased Real Property period after Closing, as provided in this Agreementherein provided; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity authorizing and approving their respective its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer EntityBuyer; (ed) Certificate Certificates of the President or a Vice President of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as to the satisfaction of the condition precedent contained Closing pursuant to this Agreement has been performed in Section 8.1 all material respects and each representation and warranty of this AgreementBuyer is true and correct in all material respects on the Closing Date (other than representations and warranties that are by their terms expressly qualified by concepts of materiality, which shall be true and correct in all respects), as if made on and as of the Closing; (fe) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (gf) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each it is incorporated or formedincorporated, dated the most recent practical date prior to Closing; (g) The opinion of counsel to Buyer as provided by Section 8.5 hereof; (h) The Information Services Agreement replacement promissory note in lieu of the Promissory Note on the same terms and conditions to reflect the Business Associate Agreement attached thereto, fully executed prepayment by Buyer or its Affiliates(sto Seller of One Million Dollars ($1,000,000) of the Promissory Note (the "Replacement Note"), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (li) Such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSellers, Xxxxx Buyer shall deliver to Seller Sellers the following: (a) An amount equal to the Purchase Price in immediately available fundsfunds to an account designated by Sellers prior to Closing; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this AgreementBuyer; (c) The Assignment and Assumption AgreementsAgreement, fully executed by each applicable Buyer EntityBuyer, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreementherein provided; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each the Board of Directors of Buyer Entity Guarantor authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers officer of Buyer and each Buyer EntityGuarantor, respectively; (e) Certificate Certificates of the President or a Vice President of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as to the satisfaction of the condition precedent contained in Section 8.1 Closing pursuant to this Agreement has been performed and each representation and warranty of this AgreementBuyer is true and correct on the Closing Date, as if made on and as of the Closing; (f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity Guarantor executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Buyer and each Buyer Entity Guarantor from the state in which each is incorporated or formedincorporated, dated the most recent practical date prior to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (lh) Such other instruments and documents as the parties Sellers reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the following: (a) An amount equal to the The Purchase Price in immediately available fundsaccordance with Section 1.8 hereof; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity Xxxxx’s managing body or authority, authorizing and approving their respective Xxxxx’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer; (c) Certificates of the chief executive of Buyer, certifying that to such officer’s best knowledge and belief each covenant and agreement of Buyer to be performed prior to or as of the Closing pursuant to this Agreement has been performed and each the representations and warranties of Buyer Entityare true and correct on the Closing Date, as if made on and as of the Closing (except to the extent made as of an earlier date, in which case true and correct as of such earlier date); (d) that certain Lease Agreement of even date herewith between Lesser as Lessor and Buyer as Lessee together with the first month’s rent as provided therein, fully executed by Xxxxx; (e) Certificate that certain Management Agreement of the President or a Vice President even date herewith between Buyer and Seller with respect to management of BuyerTrace Regional, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreementfully executed by Xxxxx; (f) Certificates that certain Real Estate Purchase Agreement of incumbency for even date herewith between Seller and Buyer with respect to the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as purchase of the Closing DateTrace Regional real estate as defined therein, fully executed by Xxxxx; (g) Certificates that certain Shared Services Agreement of existence and good standing even date herewith executed by Seller in favor of Buyer and each Buyer Entity from to aid with the state in which each is incorporated or formed, dated transition of the most recent practical date prior Hospital’s operations to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached theretoBuyer, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicableXxxxx; and (lh) Such other instruments and documents as the parties Seller may reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx Buyer shall deliver to Seller the following: (a) An amount equal to the Purchase Price in immediately available funds, plus any amount which Buyer is required to reimburse Seller pursuant to this Agreement (if said amount is then known and agreed upon), less any amount which Seller is required to reimburse Buyer pursuant to this Agreement (if said amount is then known and agreed upon); (b) The Except to the extent otherwise provided in the Introduction, the Assignment of Leasesand Assumption Agreement, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities Entity shall assume the future payment and performance of the leases of Assumed Contracts and the Leased Real Property other Assumed Liabilities as provided in this Agreementherein provided; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board Boards of Directors of Buyer and each Buyer Entity Entity, authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer Entity; (ed) Certificate Certificates of the President or a Vice President of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as to the satisfaction of the condition precedent contained Closing pursuant to this Agreement has been performed in Section 8.1 all material respects and each representation and warranty of this AgreementBuyer is true and correct in all material respects on the Closing Date, as if and as made on and as of the Closing; (fe) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (gf) Certificates of existence and good standing standing, or comparable status, of Buyer and each Buyer Entity from the state in which each it is incorporated or formed, dated the most recent practical date prior to Closing; (g) The opinion of counsel to Buyer as provided by Section 8.5; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Transitional Services Agreement, fully executed by Buyer or its Affiliates, as applicableand each applicable Buyer Organization; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (ki) The License Agreement, fully executed by a Buyer or its Affiliates(sEntity; (j) The Lease/Sublease, fully executed by a Buyer Entity; (k) The Management Services Agreements, fully executed by each applicable Buyer Entity; (l) The Employee Lease Agreements, fully executed by each applicable Buyer Entity; (m) Copies of the written notice(s) referred to in Section 10.22(b), as applicableif any; and (ln) Such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx Buyer shall deliver to Seller the following: (a) An amount equal to the The Purchase Price in immediately available fundscash by wire transfer in accordance with Section 1.6 hereof; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board manager or members of Directors of Buyer and each Buyer Entity Buyer, authorizing and approving their respective Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described hereinin this Agreement, certified as true and in full force as of the Closing, by the appropriate officers manager or members of Buyer; (c) Copies of resolutions duly adopted by the manager or members of New Operator, authorizing and approving New Operator’s performance of its obligations contemplated hereby or assumed by any assignment of Buyer’s obligations under this Agreement or any Ancillary Agreement or by any Ancillary Agreement to which New Operator is or will become a party and the execution and delivery of any such agreements and/or assignments, certified as true and in full force as of the Closing, by the manager or members of New Operator; (d) Certificates of the manager or board of managers or members of Buyer and New Operator, certifying that each covenant and agreement of Buyer Entityor New Operator to be performed prior to or as of the Closing pursuant to this Agreement or any Ancillary Agreement has been performed in all material respects and the representations and warranties of Buyer and New Operator are true and correct in all material respects on the Closing Date, as if made on and as of the Closing (unless such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects); (e) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers managers or members of Buyer and each Buyer Entity or New Operator executing this Agreement and or any other agreements or instruments contemplated herein Ancillary Agreement or making certifications for the Closing dated as of the Closing Date; (gf) Certificates of existence and good standing of Buyer and each Buyer Entity from Form PT-61 Real Estate Transfer Tax Declaration in the state in which each is incorporated form filed or formed, dated the most recent practical date prior to Closingbe filed; (hg) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicableSettlement Statement; and (lh) Such other instruments and documents as are necessary and reasonably requested by Seller or the parties reasonably agree are appropriate and necessary Title Company to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx Buyer shall deliver to Seller the following: (a) An amount equal to the Purchase Price The Closing Cash in immediately available fundsaccordance with Section 1.5 hereof; (b) The Assignment of Leasesand Assumption Agreement, fully executed by each applicable Buyer EntityBuyer, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property Contracts as provided in this Agreementherein provided; (c) The Assignment and Assumption Ancillary Services Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this AgreementBuyer; (d) Evidence of Acadia Healthcare Company, LLC’s guarantee of Buyer’s payment obligations hereunder; (e) Copies of resolutions duly adopted by the Board of Directors Managers of Buyer and each Buyer Entity Buyer, authorizing and approving their respective Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer EntityBuyer; (ef) Certificate Certificates of the President or a Vice President of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as to the satisfaction of the condition precedent contained in Section 8.1 Closing pursuant to this Agreement has been performed and each representation and warranty of this AgreementBuyer is true and correct on the Closing Date, as if made on and as of the Closing; (fg) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (gh) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated or formedState of Delaware, dated the most recent practical date prior to Closing; (h) The Information Services Agreement Closing and evidence that Buyer is qualified to do business in the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicableState of Georgia; (i) The Transition Services Detention Pond Agreement, fully executed by Buyer or its Affiliates, as applicableBuyer; (j) The Billing and Collection Psychiatric Clinical Assessment Agreement, fully executed by Buyer or its Affiliates, as applicableBuyer; (k) The License Springing Escrow Agreement, fully executed by Buyer or its Affiliates(s)Buyer; (l) The Access Easement Agreement, as applicablefully executed by Buyer; (m) The Employee Assistance Program Agreement, fully executed by Buyer; (n) The D-Xxxx Agreement, fully executed by Buyer; and (lo) Such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby; including, without limitation, those requested by the Title Company to issue the Title Policy at Closing, as set forth in Section 7.3 below.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller and Xxxxx, Xxxxx Buyer shall deliver to Seller the following: (a) An amount equal to the Equity Purchase Price in immediately available fundsby check payable to Seller and Xxxxx; (b) The Assignment of LeasesPromissory Note, fully duly executed by each applicable Buyer EntityBuyer, pursuant and the Security Agreement, Special Covenants Agreement and other documents related to which the Buyer Entities shall assume Promissory Note, duly executed by the future payment and performance of the leases of the Leased Real Property as provided in this Agreement;parties thereto. (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board member of Directors of Buyer and each Buyer Entity Buyer, authorizing and approving their respective Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in of full force and effect as of the Closing, by the appropriate officers of Buyer; (d) A certificate of Buyer certifying that the conditions set forth in Sections 9.1 and each Buyer Entity9.3 have been satisfied; (e) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments document contemplated herein or making certifications for the Closing dated as of the Closing Date; (gf) Certificates of existence and good standing of Buyer and each Buyer Entity from the its state in which each is incorporated or formed, of organization dated the most recent practical date prior to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (ig) The Transition Services Agreement, fully duly executed by Buyer; (h) An executed instrument of assignment and assumption transferring the Management Services Agreement, as amended, from Seller to Buyer duly executed by Buyer or its Affiliates, as applicableassuming Seller’s prospective obligations and liabilities thereunder; (i) An instrument of assumption duly executed by Buyer under which Buyer assumes (i) all liabilities and obligations of Seller arising under the Operating Agreement and (ii) all liabilities and obligations of Xxxxx arising under the Xxxxx Loan Documents; (j) The Billing and Collection Escrow Agreement, fully executed duly signed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicableBuyer; and (lk) Such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx the LLC or the Buyer, as appropriate, shall deliver to Seller the following: (a) 2.3.1 An amount equal to the Redemption Price in immediately available funds; 2.3.2 An amount equal to the Purchase Price in immediately available funds; (b) 2.3.3 The Assignment distribution amount described in Section 1.4 hereof in immediately available funds; 2.3.4 The Waiver and Release in substantially the form of LeasesExhibit B hereto, fully executed by each applicable Buyer Entity, pursuant Buyer. 2.3.5 The Amendment to which the Buyer Entities shall assume AAA in substantially the future payment and performance form of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption AgreementsExhibit D hereto, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this AgreementLLC; (d) 2.3.6 Copies of resolutions duly adopted by the Board board of Directors directors and of HCA Holdings, Inc., a Delaware corporation (“HCA”), and of the board of directors of Buyer and each Buyer Entity authorizing and approving their respective Buyer’s performance of the transactions contemplated hereby set forth herein and the execution and delivery of this Agreement and the all other documents and agreements described hereinherein that are to be executed and delivered by Buyer, certified as true and in of full force as of the Closing, Closing by the an appropriate officers officer of Buyer and each Buyer EntityBuyer; (e) Certificate 2.3.7 Certificates of the President or a Vice President of BuyerBuyer certifying that (a) each covenant and agreement of Buyer to be performed prior to or as of Closing pursuant to this Agreement has been performed, certifying and (b) as to the satisfaction of Closing all of the condition precedent representations and warranties by or on behalf of Buyer contained in Section 8.1 of this AgreementAgreement are true and correct; (f) 2.3.8 Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement or executing and any other agreements or instruments contemplated herein delivering documents or making certifications for the at Closing dated as of the Closing DateClosing; (g) 2.3.9 Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which Colorado Secretary of State, each is incorporated or formed, dated the most recent practical date prior to Closing; (h) 2.3.10 The Information Services written resignation of all members of the governing board of the LLC who were appointed by affiliates of HCA; 2.3.11 The Amended and Restated Trademark License Agreement and in substantially the Business Associate Agreement attached theretoform of Exhibit E, fully executed by Buyer or its Affiliates(s), as applicablethe LLC; 2.3.12 Sixteen (i16) individuals shall be appointed to the Board (as hereinafter defined) in accordance with the Bylaws (as hereinafter defined); 2.3.13 The Transition Services AgreementBoard of Trustees Bylaws in substantially the form of Exhibit C, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicablethe LLC; and (l) 2.3.14 Such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSellers, Xxxxx Buyer shall deliver to Seller Sellers the following: (a) An amount equal to the Purchase Price in immediately available fundsfunds to an account designated by Sellers prior to Closing; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this AgreementBuyer; (c) The Assignment and Assumption AgreementsAgreement, fully executed by each applicable Buyer EntityBuyer, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreementherein provided; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each the Board of Directors of Buyer Entity Guarantor authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer EntityGuarantor, respectively; (e) Certificate Certificates of the President or a Vice President of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as to the satisfaction of the condition precedent contained in Section 8.1 Closing pursuant to this Agreement has been performed and each representation and warranty of this AgreementBuyer is true and correct on the Closing Date, as if made on and as of the Closing; (f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity Guarantor executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Buyer and each Buyer Entity Guarantor from the state in which each is incorporated or formedincorporated, dated the most recent practical date prior to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (lh) Such other instruments and documents as the parties Sellers reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx Buyer shall deliver to Seller the following: (a) An an amount equal to the Purchase Price Cash Payment in immediately available funds; (b) The a fully paid and nonassessable certificate representing the Stock Consideration (less the amount deposited with the Escrow Agent); (c) the Assignment of Leasesand Assumption Agreement, fully executed by each applicable Buyer EntityBuyer, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property Assumed Contracts as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreementherein provided; (d) Copies the Registration Rights Agreement, fully executed by Buyer; (e) the Escrow Agreement, fully executed by Buyer; (f) the Partial Assignment and Assumption Agreement, fully executed by Buyer; (g) copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity Buyer, authorizing and approving their respective the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer EntityBuyer; (eh) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (gi) Certificates certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each it is incorporated or formedincorporated, dated the most recent practical date prior to the Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable;; and (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (l) Such such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless --------------------------- otherwise waived in writing by XxxxxxSeller and SAFECARE, Xxxxx Buyer shall deliver to Seller and SAFECARE, as applicable, the following: (ai) An amount equal to the Purchase Price (as increased or decreased pursuant to Section 1.8 hereof) in immediately available funds; (bii) The Assignment of LeasesAn Assumption Agreement, fully duly executed by each applicable Buyer EntityBuyer, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases obligations of Seller relating to the Leased Real Property as provided in this AgreementAssumed Liabilities; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (diii) Copies of resolutions duly adopted by the Board board of Directors directors of Buyer and each Buyer Entity authorizing and approving their respective Buyer's performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, Closing by the an appropriate officers officer of Buyer and each Buyer EntityBuyer; (eiv) Certificate Certificates of the President or a Vice President of Buyer, the Buyer certifying that each covenant and agreement of Buyer to be performed prior to or as of Closing pursuant to the satisfaction of the condition precedent contained this Agreement has been performed in Section 8.1 of this Agreementall material respects; (fv) Certificates of incumbency for the respective officers of the Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing DateClosing; (gvi) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which of its organization or incorporation, each is incorporated or formed, dated the most recent practical date prior to Closing; (hvii) The Information Services Agreement opinion of Buyer's counsel as described in and the Business Associate Agreement attached thereto, fully executed provided by Buyer or its Affiliates(s), as applicableSection 10.2; (iviii) The Transition Services AgreementAn Assignment and Assumption of Leases, fully duly executed by Buyer or its AffiliatesSAFECARE and Buyer, as applicableconveying the MOB Leases to Buyer; (jix) The Billing An Assignment and Collection AgreementAssumption of Leases, fully duly executed by Buyer or its AffiliatesSeller and Buyer, as applicableconveying the Seller Real Property Leases to Buyer; (kx) The License Agreementagreement regarding the Retained Land, fully duly executed by SAFECARE and Buyer or its Affiliates(s)pursuant to Section 9.16 hereof; (xi) An Assignment and Assumption of Contracts, as applicableduly executed by Buyer, in connection with the service contracts relating to the SAFECARE Real Property that Buyer agrees to assume at Closing; and (lxii) Such other instruments and documents as the parties are reasonably agree are appropriate and necessary to effect satisfy the transactions contemplated herebyconditions precedent to Seller's and SAFECARE's obligations hereunder.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxClosing, Xxxxx shall deliver to Seller the followingBuyer shall: (a) An amount equal deliver to the Purchase Price Escrow Agent written instruction, in immediately available fundsaccordance with the terms of the Escrow Agreement, to release the Xxxxxxx Money to Sellers by wire transfer; (b) The Assignment of Leases, fully executed deliver to Sellers by each applicable Buyer Entity, pursuant wire transfer as set forth in Section 3.01 an amount equal to which the Buyer Entities shall assume Adjusted Purchase Price less the future payment and performance of the leases of the Leased Real Property as provided in this AgreementXxxxxxx Money; (c) The Assignment and Assumption Agreements, fully deliver to Sellers a certificate executed by each applicable Buyer Entitythe Chief Financial Officer of Buyer, pursuant to which the Buyer Entities shall assume the future payment and performance dated as of the Contracts Closing Date, attaching, and certifying on behalf of Buyer, complete and correct copies of (A) the Assumed Liabilities as provided in this Agreement; (d) Copies resolutions of resolutions duly adopted by the Board of Directors of Buyer authorizing the execution, delivery, and each performance by Buyer Entity authorizing of this Agreement and approving their respective performance of the transactions contemplated hereby and the execution and delivery (B) any required approval by Buyer’s Board of Directors of this Agreement and the documents described herein, certified as true and in full force as transactions contemplated hereby; (d) deliver to Sellers notarized counterparts of the Closing, Assignments executed by the appropriate officers of Buyer and each Buyer EntityBuyer; (e) Certificate deliver to Sellers counterpart signed by Parallel Resource Partners, LLC, of the President or a Vice President of Buyeragreement between Dune Energy, certifying Inc. and Parallel Resource Partners, LLC, terminating the Confidentiality Agreement dated March 9, 2015, between Dune Energy, Inc. and Parallel Resource Partners, LLC, as to the satisfaction of the condition precedent contained Closing Date, (such agreement to be in Section 8.1 of this Agreementa form reasonably satisfactory to Sellers and Buyer); (f) Certificates deliver to Sellers counterpart signed by Buyer of incumbency for the respective officers of Buyer agreement between Dune Energy, Inc. and each Buyer Entity executing this Buyer, terminating the Confidentiality Agreement dated June 16, 2014 between Dune Energy, Inc. and any other agreements or instruments contemplated herein or making certifications for the Closing dated Buyer, as of the Closing Date;, (such agreement to be in a form reasonably satisfactory to Sellers and Buyer); and (g) Certificates of existence execute, acknowledge and good standing of Buyer and each Buyer Entity from the state in which each is incorporated deliver any other agreements provided for herein or formed, dated the most recent practical date prior necessary or desirable to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (l) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect effectuate the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx Buyer shall deliver to Seller the following: (a) An amount equal to the The Estimated Purchase Price in immediately available fundscash by wire transfer in accordance with Section 1.6(b) hereof; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board manager or members of Directors of Buyer and each Buyer Entity Buyer, authorizing and approving their respective Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described in this Agreement, certified as true and in full force as of the Closing, by the manager or members of Buyer; (c) Certificate of the manager or members of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as of the Closing pursuant to this Agreement has been performed in all material respects and the representations and warranties of Buyer, considered as a whole, are true and correct in all material respects on the Closing Date, as if made on and as of the Closing; Copies of resolutions duly adopted by the members of Buyer, authorizing and approving Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers manager or members of Buyer and each Buyer EntityBuyer; (ed) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency Incumbency for the respective officers manager or members of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated or formed, dated the most recent practical date prior to Closing; (he) The Information Services Escrow Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicableBuyer; and (lf) Such other instruments and documents as the parties Seller may reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx Buyer shall deliver deliver, or cause to be delivered, to Seller the following: (a) An amount equal to the Interim Equity Purchase Price in by wire transfer of immediately available fundsfunds to an account designated by Seller; (b) The Assignment An amount equal to the Xxxxx Obligations Purchase Price by wire transfer of Leases, fully executed immediately available funds to an account designated by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this AgreementXxxxx; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board board of Directors directors of Buyer and each Buyer Entity Buyer, authorizing and approving their respective Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in of full force and effect as of the Closing, by the appropriate officers of Buyer; (d) A certificate of Buyer certifying that the conditions set forth in Sections 9.1 and each Buyer Entity9.3 have been satisfied; (e) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments document contemplated herein or making certifications for the Closing dated as of the Closing Date; (gf) Certificates of existence and good standing of Buyer and each Buyer Entity from the its state in which each is incorporated or formed, of organization dated the most recent practical date prior to Closing; (g) The Transition Services Agreement, duly executed by Buyer; (h) The Information Services Agreement and the Business Associate Agreement attached theretoDomain Name Assignment Agreement, fully duly executed by Buyer or its Affiliates(s), as applicableBuyer; (i) The Transition Services Service Xxxx Assignment Agreement, fully duly executed by Buyer or its Affiliates, as applicableBuyer; (j) The Billing and Collection Agreement, fully An instrument of assumption duly executed by Buyer or its Affiliates, as applicableunder which Buyer assumes all prospective liabilities and obligations of Xxxxx arising under the Xxxxx Loan Documents after the Effective Time; (k) The License Evidence that Buyer has entered into the Limited Liability Company Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (l) Such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the following: (a) An amount equal to the The Purchase Price in immediately available fundsaccordance with Section 1.2 hereof; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity Xxxxx’s managing body or authority, authorizing and approving their respective Xxxxx’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer EntityBuyer; (ec) Certificate Certificates of the President president or a Vice President vice president of Buyer, certifying as that to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers such officer’s best knowledge and belief each covenant and agreement of Buyer and each Buyer Entity executing this Agreement and any other agreements to be performed prior to or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence pursuant to this Agreement has been performed and good standing the representations and warranties of Buyer are true and each Buyer Entity from correct on the state Closing Date, as if made on and as of the Closing (except to the extent made as of an earlier date, in which each is incorporated or formed, dated the most recent practical date prior to Closing; (h) The Information Services Agreement case true and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(scorrect as of such earlier date), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (ld) A recordable easement, fully assignable, in form and substance acceptable to Seller and Buyer, which grants (i) to Seller (and any subsequent owner, lessee, assignee or licensee of the real property on which the SNF is currently located (the “SNF Real Property”) and to Buyer (and any subsequent owner, lessee, assignee or licensee of the Trace Real Estate) mutual rights of access for the SNF Real Property and the Trace Real Estate from East Madison St. (both east and west current entrances) permitting use by Seller, Buyer, and any such owner, lessee, assignee, or licensee and their respective customers, staff, employees and visitors and invitees, and (ii) to Seller (and any subsequent owner, lessee, assignee or licensee of the SNF Real Estate) exclusive use by Seller for parking by Seller and/or any such owner, lessee, assignee, or licensee and their customers, staff, employees and visitors and invitees of the parking areas indicated by crosshatching on Schedule 2.2(d) and non-exclusive rights to overflow parking on other parking areas of the Trace Real Property. (e) Such other instruments and documents as the parties Seller may reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the followingBuyer shall: (a) An amount equal At the Initial Closing and at the Option Closing, execute and acknowledge the Assignment and such Additional Assignments (in form and substance mutually agreed upon by Buyer and Sellers) as may be necessary or desirable to convey the Purchase Price in immediately available fundsInitial Assets or Option Assets, as applicable, to Buyer; (b) The Assignment At the Initial Closing, deliver to each Seller such Seller’s share of Leases, fully executed (i) the Adjusted Initial Purchase Price as estimated in accordance with Section 9.02(a) by each applicable Buyer Entity, pursuant wire transfer as set forth in Section 3.01(a) (it being understood that the Adjusted Initial Purchase Price paid to which Sellers shall be reduced proportionately in an aggregate amount equal to the Buyer Entities shall assume the future payment and performance amount of the leases Initial Indemnity Escrow in accordance with each Seller’s respective shares of the Leased Real Property as provided in this AgreementInitial Purchase Price under Section 3.01(a)), and (ii) the Option Fee; (c) The Assignment and Assumption AgreementsAt the Option Closing, fully executed by deliver to each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance Seller such Seller’s share of the Contracts and Adjusted Option Purchase Price, as estimated in accordance with Section 9.02(b) by wire transfer as set forth in Section 3.01 (it being understood that the Assumed Liabilities as provided Adjusted Option Purchase Price paid to Sellers shall be reduced proportionately in this Agreementan aggregate amount equal to the Option Indemnity Escrow in accordance with each Seller’s respective shares of the Option Purchase Price under Section 3.01(c)); (d) Copies of resolutions duly adopted by At the Board of Directors of Buyer Initial Closing and each Buyer Entity authorizing and approving their respective performance of at the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Option Closing, simultaneously purchase all interests in the Tag Along Assets elected to be sold by the appropriate officers of Buyer and each Buyer EntityThird Parties in compliance with Section 4.10; (e) Certificate of At the President or a Vice President of Option Closing only, execute, acknowledge and deliver the TSA (if requested by Buyer, certifying as to ) and the satisfaction of the condition precedent contained in Section 8.1 of this SWD Agreement;; and (f) Certificates of incumbency for At the respective officers of Buyer Initial Closing and each Buyer Entity executing this Agreement at the Option Closing, execute, acknowledge and deliver any other agreements or instruments contemplated provided for herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated necessary or formed, dated the most recent practical date prior desirable to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (l) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect effectuate the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSellers, Xxxxx Buyer shall deliver to Seller Sellers the following: (a) An amount equal to the Purchase Price contemplated by subparagraphs (a) and (b) (prior to the post closing adjustment) of Section 1.5 hereof in immediately available funds; (b) The Assignment of Leasesand Assumption Agreement, fully executed by each applicable Buyer Entityor Buyer Entities, pursuant to which the Buyer or one or more Buyer Entities shall assume the future payment and performance of the leases of Contracts as to the Leased Real Property period after Closing, as provided in this Agreementherein provided; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity authorizing and approving their respective its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer EntityBuyer; (ed) Certificate Certificates of the President or a Vice President of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as to the satisfaction of the condition precedent contained in Section 8.1 Closing pursuant to this Agreement has been performed and each representation and warranty of this AgreementBuyer is true and correct, as if made on and as of the Closing; (fe) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (gf) Certificates Certificate of existence and good standing of Buyer and each Buyer Entity from the state in which each it is incorporated or formedincorporated, dated the most recent practical date prior to Closing; (g) The opinion of counsel to Buyer as provided by Section 8.5 hereof; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully duly executed employment agreement by Buyer (or its Affiliates(s), a Buyer Entity) in substantially the form as applicableset forth as Exhibit H; (i) The Transition Services Agreement, fully duly executed guaranty agreement by Buyer (or its Affiliates, a Buyer Entity) in substantially the form as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, set forth as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicableExhibit I; and (lj) Such other instruments and documents as the parties Sellers reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller, Xxxxx Buyer shall deliver to Seller Seller, or cause to be delivered to Seller, the following: (a) An amount equal to the Interim Equity Purchase Price in by wire transfer of immediately available fundsfunds to an account designated by Seller; (b) The Assignment An amount equal to the Xxxxx Obligations Payoff Amount by wire transfer of Leases, fully executed immediately available funds to an account designated by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this AgreementXxxxx; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board members and managers (if any) of Directors of Buyer and each Buyer Entity Buyer, authorizing and approving their respective Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in of full force and effect as of the Closing, by the appropriate officers representatives of Buyer; (d) A certificate of Buyer certifying that the conditions set forth in Sections 9.1 and each Buyer Entity9.3 have been satisfied; (e) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers members or representatives of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments document contemplated herein or making certifications for the Closing dated as of the Closing Date; (gf) Certificates of existence and good standing of Buyer and each Buyer Entity from the its state in which each is incorporated or formed, of organization dated the most recent practical date prior to Closing; (hg) The Information Services Agreement and the Business Associate Agreement attached thereto, fully An instrument of assumption duly executed by Buyer under which Buyer assumes all liabilities and obligations of Seller arising under or its Affiliates(s), as applicablerelating to the Management Rights; (h) An executed instrument of assumption duly executed by Buyer under which Buyer assumes all liabilities and obligations of Seller arising under the Operating Agreement; (i) The Transition Services Agreement, fully One or more executed instruments of assumption duly executed by Buyer or its Affiliates, as applicable; (j) The Billing under which Buyer assumes all liabilities and Collection Agreement, fully executed by obligations of Seller arising under the employee agreements which Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicableis required to assume pursuant to Section 11.2 herein; and (lj) Such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxClosing, Xxxxx shall deliver to Seller Invacare the following: (a) An amount equal to the Purchase Price in immediately available fundsthis Agreement, duly executed by an authorized officer of Buyer; (b) The Assignment the Cash Purchase Price by wire transfer of Leases, fully executed immediately available funds to an account designated in writing by each applicable Buyer Entity, pursuant Invacare to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this AgreementBuyer; (c) The the Trademark Assignment and Assumption AgreementsAgreement, fully duly executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance an authorized officer of the Contracts and the Assumed Liabilities as provided in this AgreementXxxxx; (d) Copies the Patent Assignment Agreement, duly executed by an authorized officer of Xxxxx; (e) the Funds Flow Memorandum, duly executed by an authorized officer of Xxxxx; (f) the Transition Services Agreement, duly executed by an authorized officer of Buyer; (g) the Trademark License Agreement, duly executed by an authorized officer of Buyer; (h) the Supply Agreement, duly executed by an authorized officer of Buyer; (i) the Copyright Assignment Agreement, duly executed by an authorized officer of Buyer; (j) the Domain Name Assignment Agreement, duly executed by an authorized officer of Buyer; (k) copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity Xxxxx’s governing body, authorizing and approving their respective the performance of the transactions contemplated hereby hereby, and the execution execution, delivery and delivery performance of this Agreement and the documents described hereinherein to which it is a party, certified as true and in of full force as of the Closing, Closing Date by the appropriate officers a duly authorized officer of Buyer and each Buyer EntityBuyer; (el) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates certificate of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and or any other agreements or instruments contemplated herein certificates to be executed or making certifications for the Closing delivered on behalf of Buyer pursuant hereto, dated as of the Closing Date; (gm) Certificates a certificate of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated or formed, Delaware Division of Corporations dated the most recent practical date prior to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicableClosing Date; and (ln) Such such other customary instruments of transfer, assumption, filings, or documents, in form and documents substance reasonably satisfactory to Invacare, as the parties reasonably agree are appropriate may be required to give effect to this Agreement and necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the following: (a) An amount equal to the Purchase Price Foundation Proceeds Amount in immediately available fundsfunds pursuant to the Funds Flow Memorandum; (b) The Assignment the Bill of Leases, fully Sale executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance a duly authorized officer of the leases of the Leased Real Property as provided in this AgreementBuyer; (c) The the Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance a duly authorized officer of the Contracts and the Assumed Liabilities as provided in this AgreementXxxxx; (d) Copies the Assumptions of Lease Agreements executed by a duly authorized officer of Buyer; (e) the Non-Compete Agreement executed by a duly authorized officer of Xxxxx; (f) the Transition Agreement executed by a duly authorized officer of Buyer; (g) the Custody Agreement executed by a duly authorized officer of Buyer; (h) the Funds Flow Memorandum executed by a duly authorized officer of Xxxxx; (i) copies of resolutions duly adopted by the Board of Directors sole member of Buyer and each Buyer Entity authorizing and approving their respective Xxxxx’s performance of the transactions contemplated hereby and the execution execution, delivery and delivery performance of this Agreement and the documents described hereinherein to which it is a party, certified as true and in of full force as of the Closing, Closing by the appropriate officers a duly authorized officer of Buyer and each Buyer EntityBuyer; (ej) Certificate a certificate of a duly authorized officer of Buyer certifying that the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained conditions in Section 8.1 of this Agreement;Section (fk) Certificates a certificate of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any or the other agreements or instruments contemplated herein certificates to be executed or making certifications for the Closing delivered on behalf of Buyer, dated as of the Closing Date; (gl) Certificates a certificate of existence and good standing active status of Buyer and each Buyer Entity from the state in which each is incorporated or formedDelaware Secretary of State, dated the most recent practical date prior to Closing; (hm) The Information Services Agreement to the extent required, subsequent to conversion, if applicable, to a for-profit Michigan or Delaware limited liability company as contemplated by Sections 6.11, 7.18 and 7.19, an amendment to or restatement of the Business Associate Agreement attached theretoarticles, operating agreement, bylaws or other governing documents of each Included Joint Venture (except with respect to the Pre-Closing Transferred Assets Entities), UPHP and UPMC that is necessary, as determined by Buyer in its reasonable discretion, including permitting Buyer to become an owner and to fully effectuate the transfer of the ownership interests in such Included Joint Ventures, UPHP or UPMC to Buyer, executed by Buyer or its Affiliates(s), Xxxxx as applicable; (in) The Transition Services Agreement, fully the Purchase Price Adjustment Agreement executed by a duly authorized officer of Buyer or its Affiliates, as applicable; (j) The Billing if such agreement is entered into by Xxxxx and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(sSeller), as applicable; and (lo) Such such other instruments and documents as the parties Seller reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSellers, Xxxxx Buyer shall deliver to Seller Sellers the following: (a) An amount equal to the Purchase Price less the Deposit in immediately available fundsfunds to an account designated by Sellers prior to Closing; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this AgreementBuyer; (c) The Assignment and Assumption AgreementsAgreement, fully executed by each applicable Buyer EntityBuyer, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreementherein provided; (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each the Board of Directors of Buyer Entity Guarantor authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers officer of Buyer and each Buyer EntityGuarantor, respectively; (e) Certificate Certificates of the President or a Vice President of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as to the satisfaction of the condition precedent contained in Section 8.1 Closing pursuant to this Agreement has been performed and each representation and warranty of this AgreementBuyer is true and correct on the Closing Date, as if made on and as of the Closing; (f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity Guarantor executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Buyer and each Buyer Entity Guarantor from the state in which each is incorporated or formedincorporated, dated the most recent practical date prior to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (lh) Such other instruments and documents as the parties Sellers reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the followingBuyer shall: (a) An amount equal At the Initial Closing and at the Option Closing, execute and acknowledge the Assignment and such Additional Assignments (in form and substance mutually agreed upon by Buyer and Sellers) as may be necessary or desirable to convey the Purchase Price in immediately available fundsInitial Assets or Option Assets, as applicable, to Buyer; (b) The Assignment At the Initial Closing, deliver to each Seller such Seller’s share of Leases, fully executed (i) the Adjusted Initial Purchase Price as estimated in accordance with Section 9.02(a) by each applicable Buyer Entity, pursuant wire transfer as set forth in Section 3.01(a) (it being understood that the Adjusted Initial Purchase Price paid to which Sellers shall be reduced proportionately in an aggregate amount equal to the Buyer Entities shall assume the future payment and performance amount of the leases Initial Indemnity Escrow in accordance with each Seller’s respective shares of the Leased Real Property as provided in this AgreementInitial Purchase Price under Section 3.01(a)), and (ii) the Option Fee; (c) The Assignment and Assumption AgreementsAt the Option Closing, fully executed by deliver to each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance Seller such Seller’s share of the Contracts and Adjusted Option Purchase Price, as estimated in accordance with Section 9.02(b) by wire transfer as set forth in Section 3.01 (it being understood that the Assumed Liabilities as provided Adjusted Option Purchase Price paid to Sellers shall be reduced proportionately in this Agreementan aggregate amount equal to the Option Indemnity Escrow in accordance with each Seller’s respective shares of the Option Purchase Price under Section 3.01(c)); (d) Copies of resolutions duly adopted by At the Board of Directors of Buyer Initial Closing and each Buyer Entity authorizing and approving their respective performance of at the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Option Closing, simultaneously purchase all interests in the Tag Along Assets elected to be sold by the appropriate officers of Buyer and each Buyer EntityThird Parties in compliance with Section 4.10; (e) Certificate of At the President or a Vice President of BuyerOption Closing only, certifying as to execute, acknowledge and deliver the satisfaction of TSA (if requested by Xxxxx) and the condition precedent contained in Section 8.1 of this SWD Agreement;; and (f) Certificates of incumbency for At the respective officers of Buyer Initial Closing and each Buyer Entity executing this Agreement at the Option Closing, execute, acknowledge and deliver any other agreements or instruments contemplated provided for herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated necessary or formed, dated the most recent practical date prior desirable to Closing; (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (l) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect effectuate the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the following: (a) An amount equal to the 2.2.1.1. The Purchase Price in immediately available fundsaccordance with Section 1.2 hereof; (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) 2.2.1.2. Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity Xxxxx’s managing body or authority, authorizing and approving their respective Xxxxx’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer EntityBuyer; (e) Certificate 2.2.1.3. Certificates of the President manager, president or a Vice President vice president of Buyer, certifying as that to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers such officer’s best knowledge and belief each covenant and agreement of Buyer and each Buyer Entity executing this Agreement and any other agreements to be performed prior to or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence pursuant to this Agreement has been performed and good standing the representations and warranties of Buyer are true and each Buyer Entity from correct on the state Closing Date, as if made on and as of the Closing (except to the extent made as of an earlier date, in which each is incorporated or formed, dated the most recent practical date prior to Closing;case true and correct as of such earlier date); and (h) The Information Services Agreement and the Business Associate Agreement attached thereto2.2.1.4. A recordable easement, fully executed by Buyer or its Affiliates(s)assignable, as applicable; in form and substance acceptable to Seller and Buyer, which grants (i) The Transition Services Agreementto Seller (and any subsequent owner, lessee, assignee or licensee of the real property on which the SNF is currently located (as more fully executed defined in Section 5.5, the “SNF Real Property”) and to Buyer (and any subsequent owner, lessee, assignee or licensee of the Trace Real Estate) mutual rights of access for the SNF Real Property and the Trace Real Estate from East Madison St. (both east and west current entrances) permitting use by Buyer Seller, Buyer, and any such owner, lessee, assignee, or its Affiliateslicensee and their respective customers, as applicable;staff, employees and visitors and invitees, and (ii) to Seller (and any subsequent owner, lessee, assignee or licensee of the SNF Real Estate) exclusive use by Seller for parking by Seller and/or any such owner, lessee, assignee, or licensee and their customers, staff, employees and visitors and invitees of the parking areas indicated by crosshatching on Schedule 2.2(d)and non-exclusive rights to overflow parking on other parking areas of the Trace Real Property. (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and (l) 2.2.1.5. Such other instruments and documents as the parties Seller may reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by XxxxxxSeller Group, Xxxxx Buyer shall deliver to Seller the following: (a) An amount equal to Seller Group: (i) the Purchase Price Cash Balance in immediately available funds; (bii) The the Assignment of Leases, fully and Assumption executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance a duly authorized officer of the leases of the Leased Real Property as provided in this AgreementBuyer; (ciii) The Assignment and Assumption Agreements, fully the Assumptions of Lease Agreements executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance a duly authorized officer of the Contracts and the Assumed Liabilities as provided in this AgreementBuyer; (div) Copies the Non-Compete Agreement executed by a duly authorized officer of Buyer; (v) the Custody Agreement executed by a duly authorized officer of Buyer; (vi) the Transition Services Agreement executed by a duly authorized officer of Buyer; (vii) the Foundation Joinder executed by a duly authorized officer of Buyer; (viii) the Funds Flow Memorandum executed by a duly authorized officer of Buyer; (ix) copies of resolutions duly adopted by the Board of Directors sole member of Buyer and each Buyer Entity authorizing and approving their respective Xxxxx’s performance of the transactions contemplated hereby and the execution execution, delivery and delivery performance of this Agreement and the documents described hereinherein to which it is a party, certified as true and in of full force as of the Closing, Closing by the appropriate officers a duly authorized officer of Buyer and each Buyer EntityBuyer; (ex) Certificate a certificate of Buyer executed on its behalf by a duly authorized officer of Buyer certifying that the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained conditions in Section 8.1 of this Agreementhave been satisfied; (fxi) Certificates a certificate of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and or any other agreements or instruments contemplated herein certificates to be executed or making certifications for the Closing delivered on behalf of Buyer, dated as of the Closing Date; (gxii) Certificates a certificate of existence and good standing active status of Buyer and each Buyer Entity from the state in which each is incorporated or formedDelaware Secretary of State, dated the most recent practical date prior to Closing; (hxiii) The Information Services Agreement an amendment to the operating agreements of each of UPHP and the Business Associate Agreement attached thereto, fully UPMC duly executed by Buyer or its Affiliates(s), as applicable; (i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable; (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable; (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicableXxxxx; and (lxiv) Such such other instruments and documents as the parties Seller Group reasonably agree are appropriate and deems necessary to effect the transactions contemplated hereby. (b) to Foundation, the Foundation Funds in immediately available funds.