Common use of Actions of Buyers at Closing Clause in Contracts

Actions of Buyers at Closing. At the Closing and unless otherwise waived in writing by Sxxxxxx, Bxxxxx shall deliver to Sellers the following: (a) An amount equal to the Purchase Price in immediately available funds; (b) The Assignments of Leases, fully executed by each applicable Buyer, pursuant to which Bxxxxx 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, pursuant to which Buyers 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 or Board of Managers, as the case may be, of each Buyer 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 each Buyer; (e) Certificate of the President or a Vice President of each 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 each Buyer 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 each Buyer from the state in which each is incorporated or formed, dated the most recent practical date prior to Closing; (h) The Limited Powers of Attorney, fully executed by the applicable Buyers; (i) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyers or their Affiliates(s), as applicable; (j) The Hospital Transition Agreement, fully executed by Buyers or their Affiliate(s), as applicable; (k) The Clinic Billing and Collection Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (l) The License Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (m) The Medicare Transition Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (n) The Assignments of Ownership Interests, fully executed by the appropriate Buyer; and (o) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.

Actions of Buyers at Closing. At the Closing and unless otherwise waived in writing by SxxxxxxXxxxxxx, Bxxxxx Xxxxxx shall deliver to Sellers the following: (a) An amount equal to the Purchase Price in immediately available funds; (b) The Assignment of Hospital Lease, fully executed by the appropriate Buyer; (c) The Assignments of Leases, fully executed by each applicable Buyer, pursuant to which Bxxxxx Xxxxxx shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (cd) The Assignment and Assumption Agreements, fully executed by each applicable Buyer, pursuant to which Buyers shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (de) Copies of resolutions duly adopted by the Board of Directors or Board of Managers, as the case may be, applicable members and/or managers of each Buyer 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 each Buyer; (ef) Certificate of the President Chief Executive Officer, President, Chief Financial Officer or a Vice President of each Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (fg) Certificates of incumbency for the respective officers and managers of each Buyer 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 each Buyer from the state in which each is incorporated or formed, dated the most recent practical date within ten (10) business days prior to the Closing; (hi) The Limited Powers of Attorney, fully executed by the applicable Buyers; (ij) The Information Services Agreement and the Business Associate Agreement in substantially the form attached thereto, fully executed by Buyers or their Affiliates(s), as applicable; (jk) The Hospital Transition Services Agreement, fully executed by Buyers or their Affiliate(sAffiliates(s), as applicable; (kl) The Clinic Billing and Collection Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (lm) The License Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (m) The Medicare Transition Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (n) The Assignments Assignment of Ownership InterestsInterest, fully executed by the appropriate Buyer; and (o) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.

Actions of Buyers at Closing. At the Closing and unless otherwise waived in writing by SxxxxxxSellers, Bxxxxx such Buyer shall (and Parent shall cause each Buyer to) deliver to Sellers the applicable Seller the following: (a) An amount equal to the Purchase Price in immediately available fundsfunds (subject to delivery of the Escrowed Funds to the Escrow Agent pursuant to Section 1.6(b) hereof) payable to such Seller; (b) The Assignments of Leases, fully executed by each applicable An amount equal to the Parent's or a Buyer, 's aggregate obligation for Insurance Costs (as hereinafter defined) pursuant to which Bxxxxx shall assume the future payment Section 10.12 hereof, Security Deposit and performance of the leases of the Leased Real Property as provided Prepaid Amount Reimbursements pursuant to Section 10.14 hereof, and Capital Expenditure Reimbursements pursuant to Section 10.16 hereof, in this Agreementimmediately available funds payable to such Seller; (c) The Assignment and Assumption AgreementsLease Assignments, fully executed by each the applicable Buyer, pursuant Buyers to which Buyers shall assume the future payment and performance evidence their assumption of the Contracts and the Assumed Liabilities as provided in this AgreementLeases; (d) The Assignment and Assumption Agreements with such Seller, fully executed by the applicable Buyer; (e) Copies of resolutions duly adopted by the Board of Directors or Board of ManagersParent and each Buyer (except, as to Millwood Hospital, L.P., the case may be, of each Buyer general partner thereof) 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 each BuyerBuyer (except, as to Millwood Hospital, L.P., the general partner thereof); (ef) Certificate Certificates of the President or a Vice President of Parent and each BuyerBuyer (except, as to Millwood Hospital, L.P., the general partner thereof), certifying that each covenant and agreement of Parent and each 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 AgreementParent and each Buyer 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, except for representations and warranties that are themselves expressly limited to dates or times other than the Closing Date; (fg) Certificates of incumbency for the respective officers of Parent and each Buyer (except, with respect to Millwood Hospital, L.P., the general partner thereof) 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 Parent and each Buyer from the state in which each it is incorporated or formed, dated the most recent practical date prior to Closing; (h) The Limited Powers of Attorney, fully executed by the applicable Buyers; (i) The Information Services An executed Consulting Agreement between Richard Kresch and an Affiliate of Buyers which, if such Affiliate is xxx Xxxxxx, xxall include an irrevocable guarantee of Parent of the Business Associate Agreement obligations of such Affiliate in substantially the form attached thereto, fully executed by Buyers or their Affiliates(s), hereto as applicable;Exhibit C; and (j) The Hospital Transition Agreement, fully executed by Buyers or their Affiliate(s), opinion to Sellers as applicable; provided in Section 8.5 (kOpinion of Counsel to Buyers) The Clinic Billing and Collection Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (l) The License Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (m) The Medicare Transition Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (n) The Assignments of Ownership Interests, fully executed by the appropriate Buyerhereof; and (ok) Such other instruments and documents as the parties Sellers reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.

Actions of Buyers at Closing. At the Closing and unless otherwise waived in writing by SxxxxxxSellers, Bxxxxx Buyers shall deliver to Sellers the followingSellers: (a) An amount equal to the Purchase Price in immediately available fundsthe form set forth in Section 1.5; (b) The Assignments assumption of Leasesliabilities agreements evidencing Buyers assumption of Sellers liabilities and obligations under the Assumed Contracts, fully executed by each applicable Buyer, pursuant to which Bxxxxx shall assume including the future payment master lease with the Bellwood Medical Office Building Partnership and performance of the leases of the Leased Real Property as provided in this Agreementguaranty thereof; (c) The Assignment the Environmental Indemnification Agreement, dated the Closing Date among Alta LLC, Alta Monrovia and Assumption AgreementsPREC, fully executed by each applicable Buyer, pursuant to which Buyers shall assume the future payment PMBC and performance of the Contracts and the Assumed Liabilities as provided in this AgreementMHC; (d) Copies the Monrovia Deed of Trust; (e) the Orange Deed of Trust; (f) the Subordinated Deed of Trust; (g) the Limited Guaranty; (h) the Notice and Agreement required by Section 8.9; (i) copies of resolutions duly adopted by the Board of Directors or Board of Managers, as the case may be, governing body of each Buyer authorizing and approving their respective Buyers' 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 and effect as of the Closing, Closing Date by the appropriate officers of each BuyerBuyers; (ej) Certificate certificates of the duly authorized President or a Vice President of Buyers certifying that each Buyer, certifying representation and warranty of Buyers set forth herein and not qualified as to the satisfaction materiality is true and correct in all material respects as of the condition precedent contained Closing Date, and each representation and warranty of Buyers qualified as to materiality is true and correct on the Closing Date, and that each covenant and agreement of Buyers to be complied with or performed on or prior to the Closing Date pursuant to this Agreement has been complied with or performed in Section 8.1 of this Agreementall material respects; (fk) Certificates certificates of incumbency for the respective officers of each Buyer Buyers executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing Closing, dated as of the Closing Date; (gl) Certificates certificates of existence and good standing of each Buyer from the state in which each is incorporated or formedof its incorporation, dated the most recent practical date prior to Closing; (h) The Limited Powers of Attorney, fully executed by the applicable Buyers; (i) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyers or their Affiliates(s), as applicable; (j) The Hospital Transition Agreement, fully executed by Buyers or their Affiliate(s), as applicable; (k) The Clinic Billing and Collection Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (l) The License Agreement, fully executed by Buyers or their Affiliates(s), as applicable;; and (m) The Medicare Transition Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (n) The Assignments of Ownership Interests, fully executed by the appropriate Buyer; and (o) Such such other instruments and documents as the parties Sellers reasonably agree are appropriate and deem necessary to effect the transactions contemplated hereby.