Common use of Actions of Seller at Closing Clause in Contracts

Actions of Seller at Closing. At the Closing, Seller shall: (a) execute and deliver to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the Assets; (b) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the Code; (c) deliver to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by Seller; and (g) execute, acknowledge and deliver any transfer orders, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or which are reasonably necessary to effectuate the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Xxxxx, Seller shallshall deliver to Buyer the following: (a) execute and deliver Deeds containing special warranty of title, fully executed by each applicable Seller Entity in recordable form, conveying to Buyer an assignment without any warranty whatsoeverfee title to the Owned Real Property, expressassignments, impliedfully executed by each applicable Seller Entity in recordable form, conveying or statutoryassigning to Buyer all right, but including title and interest of the Seller Entities to enforce all use covenants and restrictions and rights of subrogation (first refusal and other than options, rights, covenants and restrictions, if any, burdening lands previously owned by the Seller Entities and running to any the benefit of the Owned Real Property or the Seller Entities by virtue of their ownership of the Owned Real Property or any Affiliate such prior ownership or conveyance of any Seller) in form other real property, and substance as is customary for similar transactions Assignments of Leases, fully executed by each applicable Seller Entity, assigning to Buyer leasehold right, title and interest to the Leased Real Property (the “Assignments of Leases”), subject only to the Permitted Encumbrances and the Assumed Liabilities; (b) A General Assignment”) covering , Conveyance and Bill of Sale, fully executed by each applicable Seller Entity, conveying to Buyer all of the Seller Entity’s right, title and interest in the Assets, free and such clear of all liabilities, claims, liens, security interests and restrictions other instrumentsthan the Assumed Liabilities (the “Bills of Sale”); (c) An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by the applicable Seller Entity, conveying to Buyer the Seller Entity’s interest in form the Assumed Contracts; (d) Copies of corporate resolutions duly adopted by the Board of Directors of Seller and substance mutually agreed upon each Seller Entity (and each Seller Entity’s member(s) or shareholder(s), where required), authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by Buyer the appropriate officers of Seller and each Seller Entity (and each Seller Entity’s member(s) or shareholder(s), where required); (e) Certificate of the President or a Vice President of Seller, certifying as may be reasonably necessary to convey ownership, title and possession the satisfaction of the Assets to Buyer as contemplated by condition precedent contained in Section 7.1 of this Agreement; (f) Certificates of incumbency for the respective officers of Seller and each Seller 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 Seller and each Seller Entity from the state in which it is incorporated or formed, dated the most recent practical date prior to the Closing; (h) All Certificates of Title and shall otherwise deliver to Buyer possession other documents evidencing an ownership interest conveyed as part of the Assets; (bi) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2A standard form owner’s affidavit (modified as necessary to make factually accurate) certifying that Seller is not as required by the Title Company (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of 6.3 hereof) to issue the CodeTitle Policy (as defined in Section 6.3 hereof) as described in and provided by Section 7.3 hereof; (cj) deliver to Buyer a certificate duly An Information Technology Transition Services Agreement in substantially the form attached hereto as Exhibit B (other than items identified therein as open) (the “Information Services Agreement”) and the Business Associate Agreement, in substantially the form attached thereto (the “Business Associate Agreement”), fully executed by an authorized officer Affiliate of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (fk) deliver A Hospital Transition Services Agreement in substantially the form attached hereto as Exhibit C (other than items identified therein as open) (the “Transition Services Agreement”), fully executed by an Affiliate of Seller; (l) A License Agreement for Policy and Procedure Manuals in substantially the form attached hereto at Exhibit D (the “License Agreement”), fully executed by an Affiliate of Seller; (m) Certificates of title or origin with respect to all vehicles and equipment included in the Assets for which a certificate of title or origin is required to transfer title to Buyer or its designee(s); (n) All other separate assignments of any intangible Assets necessary, proper or advisable to record the transition services agreement contemplated by Section 8.01 duly transfer of such Assets with any applicable governmental entity, lessor or other Person with whom such assignments must be filed; (o) A Drug Enforcement Administration Power of Attorney between Buyer and the applicable Seller Entity(ies) in substantially the form attached hereto as Exhibit E, executed by the appropriate Seller Entity(ies) (“POA”); (p) Copies of the Material Consents; (q) A certification (in such form as may be reasonably requested by Xxxxx) conforming to the requirements of Treasury Regulations 1.1445-2(c)(3) and 1.897-2(h) (for Seller and each Seller Entity); (r) A Clinic Billing and Collection Agreement in substantially the form attached hereto as Exhibit F (other than items identified therein as open) (the “Billing and Collection Agreement”), fully executed by an Affiliate of Seller; (s) Evidence of the release of all liens, security interests, encumbrances, and restrictions on, attached to, or otherwise associated with any of the Assets (other than Permitted Encumbrances); (t) A duly completed IRS Form W-9 (for Seller and each Seller Entity); and (gu) execute, acknowledge and deliver any transfer orders, division orders, letters of resignation of Seller as operator, and any Such other agreements and take any other actions provided for herein or which are instruments reasonably necessary to effectuate the transactions contemplated herebyrequested by Xxxxx.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Xxxxx, Seller shallshall deliver to Buyer the following: (a) execute and deliver Deeds containing special warranty of title, fully executed by each applicable Seller Entity in recordable form, conveying to each applicable Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than Entity fee title to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions the Owned Real Property (the “Deeds”), and Assignments of Leases, fully executed by each applicable Seller Entity, assigning to each applicable Buyer Entity leasehold title to the Leased Real Property (the “Assignments of Leases”), subject only to the Permitted Encumbrances and the Assumed Liabilities; (b) A General Assignment”) covering , Conveyance and Bill of Sale, fully executed by each applicable Seller Entity, conveying to each applicable Buyer Entity all of such Seller Entity’s right, title and interest in the Assets, free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities; (c) An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by each applicable Seller Entity, conveying to each applicable Buyer Entity such other instrumentsSeller Entity’s interest in the Contracts; (d) Copies of corporate resolutions duly adopted by the Board of Directors of Seller and each Seller Entity, in form authorizing and substance mutually agreed upon approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by Buyer the appropriate officers of Seller and each Seller Entity; (e) Certificate of the President or a Vice President of Seller, certifying as may be reasonably necessary to convey ownership, title and possession the satisfaction of the Assets to Buyer as contemplated by condition precedent contained in Section 7.1 of this Agreement; (f) Certificates of incumbency for the respective officers of Seller and each Seller 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 Seller and each Seller Entity from the state in which it is incorporated or formed, dated the most recent practical date prior to the Closing; (h) All Certificates of Title and shall otherwise deliver to Buyer possession other documents evidencing an ownership interest conveyed as part of the Assets; (bi) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2A standard form owner’s affidavit (modified as necessary to make factually accurate) certifying that Seller is not as required by the Title Company (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of 6.3 hereof) to issue the CodeTitle Policy (as defined in Section 6.3 hereof) as described in and provided by Section 7.3 hereof; (cj) deliver to Buyer An Information Technology Transition Services Agreement under which Seller or a certificate duly Seller Affiliate will provide or arrange for the provision of information technology and related services consistent with historical practice at the Facilities during a transition period of twelve (12) months (the “Information Services Agreement”) and a related Business Associate Agreement (the “Business Associate Agreement”) fully executed by Seller or an authorized officer Affiliate of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (fk) deliver A Hospitals Transition Services Agreement under which Seller or a Seller Affiliate will provide or arrange for the provision of billing and collection services consistent with historical practice at the Hospitals during a transition period of twelve (12) months (the “Transition Services Agreement”), fully executed by Seller or an Affiliate of Seller; (l) A Clinic Billing and Collection Agreement under which Seller or a Seller Affiliate will provide or arrange for the provision of billing and collection services consistent with historical practice at the Facilities during a transition period of twelve (12) months (the “Billing and Collection Agreement”), fully executed by Seller or an Affiliate of Seller; (m) A license agreement under which Buyer will be licensed to Buyer use the transition services agreement contemplated policy and procedure manuals used at the Facilities immediately prior to the Effective Time (the “License Agreement”), fully executed by Section 8.01 Seller or an Affiliate of Seller; (n) A certification (in such form as may be reasonably requested by Xxxxx) conforming to the requirements of Treasury Regulations 1.1445-2(c)(3) and 1.897-2(h); (o) An Assignment of Membership Interests representing the Acquired Company Ownership Interests, duly executed by Sellerthe appropriate Seller Entity; (p) Resignations of the officers and directors of the Acquired Company; (q) Minute books of the Acquired Company; and (gr) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, the parties reasonably agree are appropriate and any other agreements and take any other actions provided for herein or which are reasonably necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the Closing, unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute and deliver to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights (i) A certificate of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession Status showing good standing of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession Company from the Secretary of State of the AssetsState of California, dated the most recent practicable date prior to Closing; (b) deliver Fully-executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 resignations of the Codedirectors and officers of the Company; (c) deliver to Buyer a certificate duly Employee Non-Competition, Non-Solicitation, Confidentiality and Inventions Agreement (the “Employee Non-Competition, Non-Solicitation, Confidentiality and Inventions Agreement”), executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary A letter evidencing an offer of employment by Buyer or a senior officer one of Seller certifying its affiliates to Ality Xxxxxxxxxx and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement Xxxxxx Xxxxxxxxxx (each, an “Offer Letter”), executed by Ality Xxxxxxxxxx and the transactions contemplated herebyXxxxxx Xxxxxxxxxx, as applicable; (e) deliver to Buyer A Closing Memorandum providing for payments of all amounts owed between the Parties at the Closing, including the Cash Consideration and amounts owed among the Escrow Agent Parties (the Escrow Agreement duly “Closing Memorandum”), executed by Seller; (f) deliver Evidence satisfactory to Buyer that the transition services agreement contemplated by Section 8.01 duly executed payments listed on Schedule 5.16(b) have been paid by Seller; and; (g) executeA Subscription Agreement, acknowledge evidencing Seller’s receipt of the Common Units, executed by Seller (the “Subscription Agreement”); (h) An executed payoff letter or statement in form and deliver substance reasonably satisfactory to Buyer from all secured creditors of or lienholders with respect to the Company or its assets to release any and all existing liens on and/or security interests in the Company’s assets; (i) A statement, signed by Seller, which sets forth, by creditor, the aggregate amount of the Closing Date Indebtedness, with copies of payoff letters and payment instructions for payoffs of each creditor at Closing; (j) Class P Unit Agreements executed by each recipient of Class P Units as described in Section 2.2(c); (k) stock certificates evidencing the Shares, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer ordersduly executed in blank, division orderswith all required stock transfer tax stamps affixed thereto, letters of resignation of if any; (l) Consents from the lessors to the Real Property Leases, duly executed by such lessors, authorizing the Contemplated Transactions (the “Lease Consents”), such Lease Consents which Buyer will cooperate with Seller and such lessors in obtaining; (m) Such other documents as operator, and any other agreements and take any other actions provided for herein or which are may be reasonably necessary required by Buyer to effectuate the transactions contemplated herebyContemplated Transactions. Simultaneously with the delivery of the foregoing items, Seller will take all such steps as may reasonably be required to put Buyer in actual possession and operating control of the Shares.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute Limited Warranty Deed(s), fully executed and deliver in recordable form, conveying to Buyer an assignment without good and marketable fee simple title to the Real Property described in Schedule 1.1(a) of the Seller Disclosure Letter subject only to the Permitted Encumbrances that Seller is not required to remove or cure pursuant to Section 6.2 unless Seller otherwise removes or cures any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon encumbrance after objection thereto by Buyer and Seller, pursuant to Section 6.2 (as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by used in this Agreement, “good and marketable fee simple title” shall otherwise deliver to Buyer possession of the Assetsmean insurable by a national Title Company at standard rates); (b) deliver General Assignment, Conveyance and Bxxx of Sale in the form attached as Exhibit B, fully executed statements described by Seller, conveying to Buyer good and valid title to the Purchased Assets (exclusive of Seller’s interest in Treasury Regulation §1.1445-2(b)(2the Contracts) certifying that Seller is not which are a part of the Purchased Assets, free and clear of all liabilities, liens, mortgages, encumbrances, restrictions, pledges, options, conditional sale agreements, rights of first refusal, charges and security interests (A) an entity disregarded as separate from its owner for U.S. federal income tax purposescollectively, and (B) is not “Liens” or individually, a “foreign person” as defined Lien”) other than the Assumed Liabilities and Permitted Encumbrances referred to in Section 1445 paragraph 2 of Schedule 3.11 of the CodeSeller Disclosure Letter; (c) deliver An Assignment and Assumption Agreement(s) in the form attached as Exhibit C (the “Assignment and Assumption Agreement”), fully executed by Seller, assigning and conveying to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that ’s interest in the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledContracts; (d) deliver a certificate from All instruments and documents reasonably required by the secretary Title Company (as defined in Section 6.2 hereof) to issue the title policy contemplated by the Title Commitment, including, but not limited to, an affidavit of title in the form reasonably required by the Title Company in order to issue its extended coverage owner’s policy of title insurance without exception for mechanic’s, materialmen’s or a senior officer other statutory liens (other than such liens which may be associated with the construction of Seller certifying and attaching a copy capital improvements for installation of the resolutions gxxx-psych unit and incurred pursuant to Section 5.3(e) below), for unrecorded easements or written consent for other rights of parties in possession except as otherwise disclosed thereon; an Affidavit of Seller’s Residence or other affidavit to comply with O.C.G.A. Section 48-7-128; and a Seller’s Affidavit Regarding Brokers in the governing body of Seller approving this Agreement and form reasonably required by the transactions contemplated herebyTitle Company; (e) deliver to Buyer Copies of resolutions duly adopted by the Board of Directors of Seller, authorizing and approving its performance of the transactions contemplated hereby and the Escrow Agent execution and delivery of this Agreement and the Escrow Agreement duly executed documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; (f) deliver to Buyer Copies of resolutions duly adopted by the transition services agreement Seller authorizing and approving Seller’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by Section 8.01 duly executed by Seller; andthe appropriate officers; (g) executeCertificates of the President or a Vice President of Seller, acknowledge certifying that each covenant and deliver any transfer orders, division orders, letters of resignation agreement of Seller to be performed or prior to or as operatorof the Closing pursuant to this Agreement has been performed and each representation and warranty of Seller is true and correct in all material respects on the Closing Date, as if made on and any other agreements as of the Closing; (h) Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (i) Certificates of existence and take any other actions provided good standing of Seller from the State of Georgia, dated the most recent practical date prior to the Closing; (j) Written consents to assignment from the third parties to the Contracts identified on Schedule 3.20(d) of the Seller Disclosure Letter; (k) A certificate of non-foreign status certifying that Seller is not a foreign person for herein or purposes of the Foreign Investment in Real Property Act; (l) A real property transfer tax declaration in the form required by the State of Georgia; (m) an assignment of all Physician Employment Agreements of Seller which are terminable within 90 days; (n) Such other instruments and documents as Buyer shall reasonably request which are necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, the applicable Seller shallshall deliver to Buyer the following: (a) execute Two (2) special warranty deeds, each duly executed by each applicable Seller as to the Real Property owned by such Seller, conveying good and deliver marketable fee simple title to Buyer the portion of the Real Property owned by such Seller, subject only to the Permitted Exceptions (as such term is defined in the form attached hereto as Exhibit A) applicable to such Real Property, along with an assignment without any warranty whatsoeveraffidavit of value duly executed by the applicable Seller, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) which deed shall be in substantially the same form and substance as is customary for similar transactions (the “Assignment”) covering the AssetsExhibit A attached hereto, and such other instruments, which affidavit of value shall be in the form and substance mutually agreed upon prescribed by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsArizona Law; (b) deliver One or more assignments of lease, duly executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying by Seller or one of its Affiliates, assigning to Buyer Seller’s interest as lessor under or sublessor under any Assumed Contracts that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the Codelease space to third parties; (c) deliver to Buyer a certificate One or more Bills of Sale and Assignment, duly executed by HMMC transferring to Buyer valid title to all tangible assets which are a part of the Purchased Assets and valid title to all intangible assets which are a part of the Purchased Assets, free and clear of all Encumbrances other than the Assumed Liabilities and the Permitted Encumbrances; (d) Subject to Section 11.6, Assignments of Contracts and Assumption of Liabilities duly executed by Seller assigning to Buyer Seller’s interest in any Assumed Contracts and copies of any third party consents (and, if applicable, estoppel certificates for real estate leases containing the statements prescribed under any such real estate lease) received by Seller in connection with such Assumed Contracts; provided, however, that obtaining a third party consent to the assignment of an authorized officer Assumed Contract shall not be a condition to Closing; (i) Copies of Sellerresolutions duly adopted by HMMC and the Manager, dated authorizing and approving HMMC’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 and effect as of Closing Dateby an appropriate officer of the Manager, certifying on behalf and (ii) copies of resolutions duly adopted by the board of directors of MedCath, authorizing and approving MedCath’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 and effect as of Closing by an appropriate officer of MedCath; (f) A certificate of Seller certifying that the conditions set forth in Sections 6.02(a) Section 9.1 and 6.02(b) Section 9.3 have been fulfilledsatisfied; (dg) deliver a certificate from Certificates of incumbency for the secretary or a senior officer respective officers of Seller, Manager and MedCath Corporation executing this Agreement and any other document contemplated herein dated as of the Closing Date; (h) Certificates of existence and good standing of Seller certifying and attaching a copy Manager from their respective states of organization dated the resolutions or written consent most recent practical date prior to Closing and, to the extent reasonably available during the time between the date of the governing body of Seller approving this Agreement and the transactions contemplated herebyClosing Date, state and local tax clearance certificates of Seller and Manager; provided, however, that obtaining such tax clearance certificates shall not be a condition to Closing; (ei) deliver to Buyer and the Escrow Agent the Escrow Agreement duly A FIRPTA certificate, executed by each Seller certifying such Seller’s U.S. taxpayer identification number and that Seller is not a foreign Person, within the meaning of Section 1445 of the Code in the form of Exhibit B attached hereto; (fj) deliver A list of source or access codes to Buyer computers, alarms and security systems, and building systems, combinations to safe(s), and the transition services agreement contemplated locations and keys to buildings, facilities and/or safe deposit boxes, if any, to the extent included as part of the Purchased Assets; (k) All the Purchased Assets and, with respect to the tangible Purchase Assets, such tangible Purchased Assets shall (i) include all of the tangible Purchased Assets that were present at the Hospital as of the date of Buyer’s inspection of the same and (ii) be in substantially the same working condition as such Purchased Assets were in as of the date of Buyer’s inspection of the same, subject, however, to normal wear and tear and any damages caused to such tangible Purchase Assets (excluding, however, damages caused by Section 8.01 duly executed by the intentional misconduct of Seller or any employee of Seller); and (gl) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated herebytransfer of the Purchased Assets.

Actions of Seller at Closing. At the Closing, or unless otherwise stated herein or waived by Purchaser in writing, Seller shallwill deliver to Purchaser the following: (a) execute and deliver One or more Special Warranty Deeds, fully executed by Seller in recordable form, conveying with limited warranty, subject to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than the Permitted Encumbrances title to any the Real Property owned in fee by Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsPurchaser; (b) deliver a General Assignment, Conveyance and Xxxx of Sale substantially in the form attached hereto as Exhibit 3.3(b), fully executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposesby Seller, conveying to Purchaser good and (B) is not marketable title to all tangible assets which are a “foreign person” as defined in Section 1445 part of the CodePurchased Assets and valid title to all intangible assets which are a part of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; (c) deliver to Buyer a certificate duly the Assignment and Assumption Agreement, fully executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of pursuant to which Seller that shall convey to Purchaser Seller's interest in the conditions Contracts and Employee Benefit Plans set forth in Sections 6.02(a) and 6.02(b) have been fulfilledon Schedule 4.15; (d) deliver a certificate from Domain Name Assignment Agreement substantially in the secretary or a senior officer of Seller certifying and attaching a copy of form attached hereto as Exhibit 3.3(d), fully executed by Seller, assigning Seller's interest in the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyDomain Names; (e) deliver to Buyer and a Trademark Assignment Agreement substantially in the Escrow Agent the Escrow Agreement duly form attached hereto as Exhibit 3.3(e), fully executed by Seller, assigning Seller's interest in the Marks included within the Purchased Assets and all goodwill associated therewith and the right to seek any recovery for any past infringement of such Marks; (f) deliver at least ten (10) days prior to Buyer Closing, UCC financing statement searches, together with evidence reasonably satisfactory to Purchaser of the transition services full release at Closing of all Encumbrances noted thereon (or a binding written agreement in a form reasonably acceptable to Purchaser to release the same upon payment), except for the Permitted Encumbrances; (g) copies of resolutions duly adopted by the Board of Directors of Seller, authorizing and approving Seller's performance of the transactions contemplated hereby and its execution and delivery of this Agreement and the other documents described herein, certified as true, complete and in full force and effect as of the Closing Date by Section 8.01 appropriate officers of Seller; (h) certificate of the appropriate officers of Seller certifying that each covenant and agreement of Seller to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects; (i) a certificate of incumbency of the officers of Seller executing this Agreement and the other documents described herein, dated as of the Closing Date; (j) a certificate of existence and good standing of Seller from the State of Michigan, dated within the most practical date prior to the Closing Date; (k) a certificate of a duly executed by Sellerauthorized officer of each Seller certifying that the representations and warranties of Seller set forth in this Agreement are true and correct in all material respects, in each case, as of the Closing Date; and (gl) executeexecuted notices of the sale, acknowledge assignment and deliver any transfer ordersof the Hospital, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or which are to be furnished to all third-party payors in a form reasonably necessary to effectuate the transactions contemplated herebyapproved by Purchaser.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute and deliver Deeds containing special warranty of title, fully executed by Seller or one of its Affiliates in recordable form, conveying to Buyer an assignment without good and marketable fee title to the Real Property described in Schedule 1.1(a), and/or Assignments, fully executed by Seller or one of its Affiliates in recordable form, assigning to Buyer good and valid leasehold title to any Real Property which is a leasehold estate, subject in each instance only to the Permitted Encumbrances; (b) A General Assignment, Conveyance and Xxxx of Sale, fully executed by each Seller Entity, conveying to Buyer good and marketable title to all tangible assets which are a part of the Assets and valid title to all intangible assets which are a part of the Assets, free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities; (c) An Assignment and Assumption Agreement (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), fully executed by each Seller Entity, conveying to Buyer such Seller Entity's interest in the Contracts; (d) An Owner's Title Policy, pro forma policy or marked title commitment (with lien affidavits and other affidavits needed to clear title exceptions other than Permitted Encumbrances) covering the Real Property as described in and provided by Section 7.3 hereof; (e) Copies of resolutions duly adopted by the Board of Directors and shareholder(s) of Seller and each Seller Entity, authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller and each Seller Entity; (f) Certificates of the President or a Vice President of Seller, certifying that each covenant and agreement of Seller to be performed prior to or as of the Closing pursuant to this Agreement has been performed in all material respects and each representation and warranty whatsoever, express, implied, or statutory, but including rights of subrogation Seller is true and correct in all material respects on the Closing Date (other than to any Seller or any Affiliate representations and warranties that are by their terms expressly qualified by concepts of any Seller) materiality, which shall be true and correct in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Sellerall respects), as may be reasonably necessary to convey ownership, title if made on and possession as of the Assets Closing; (g) Certificates of incumbency for the respective officers of Seller and each Seller Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (h) Certificates of existence and good standing of Seller and each Seller Entity from the state in which it is incorporated, dated the most recent practical date prior to Buyer the Closing; (i) The opinion of counsel to Seller as contemplated provided by this Agreement, Section 7.7 hereof; (j) All Certificates of Title and shall otherwise deliver to Buyer possession other documents evidencing an ownership interest conveyed as part of the Assets; (bk) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner The Promissory Note for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the Code; (c) deliver to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by Sellercancellation; and (gl) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Xxxxx, Seller shallshall deliver to Buyer of the following: (a) execute Limited Warranty Deed(s), fully executed and deliver in recordable form, conveying to Buyer an assignment without good and marketable fee simple title to the Trace Real Property described in Schedule 1.1 subject only to Permitted Encumbrances unless Seller otherwise removes or cures any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon encumbrance after objection thereto by Buyer and Seller, pursuant to Section 6.2 (as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by used in this Agreement, “good and marketable fee simple title” shall otherwise deliver to Buyer possession of the Assetsmean insurable by a regional or national Title Company); (b) deliver executed statements Such instruments and documents reasonably required by Xxxxx’s Title Company to issue the title policy with respect to the Trace Real Property contemplated by the Title Commitment, including, but not limited to, an affidavit of title in the form reasonably required by the Title Company in order to issue an owner’s policy of title insurance in customary form subject to standard exceptions and Permitted Encumbrances but no other material exceptions other than as otherwise disclosed in this Agreement including Schedules hereto and an Affidavit of Xxxxxx’s Residence or other affidavit to comply with; and a Seller’s Affidavit Regarding Brokers in the form reasonably required by the Title Company; (c) Copies of resolutions duly adopted by the Board of Directors of Seller, authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; (d) Certificates of the President or a Vice President of Seller, certifying that to the best of such officer’s knowledge and belief each covenant and agreement of Seller to be performed or prior to or as of the Closing pursuant to this Agreement has been materially performed and the representations and warranties of Seller, considered as a whole, are true and correct in Treasury Regulation §1.1445all material respects 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) ; (e) Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (f) A certificate of non-2(b)(2) foreign status certifying that Seller is not (A) an entity disregarded as separate from its owner a foreign person for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 purposes of the CodeForeign Investment in Trace Real Property Act; (c) deliver to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by Seller; and (g) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer shall reasonably request necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall: (a) execute and shall deliver to Buyer an assignment without any the following: 3.2.1 Deeds, duly executed, containing special or limited warranty whatsoeverof title, expresssufficient in the opinion of Buyer’s counsel to vest in Buyer (or its nominee or assignee) full legal and equitable fee simple absolute title to the Real Property, impliedsubject only to the liens and encumbrances permitted herein; 3.2.2 General Bxxx of Sale and Assignment of Contracts, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in substantially the form and substance attached as is customary for similar transactions Exhibit A (the “AssignmentBxxx of Sale”), duly executed by Seller, conveying to Buyer good and valid title to the Warranties, the Reports and Plans, the Books and Records, the Licenses and Permits and the Personal Property owned by Seller, including any unpaid casualty claims and losses (if any) covering the Assetsand unpaid condemnation awards or damages (if any), which title shall be free and clear of all liens, security interests, pledges, options, restrictions, encumbrances, and such other instrumentsdefects in title, except for current taxes not yet due and payable and except as provided or permitted herein; 3.2.3 A FIRPTA Affidavit, substantially in the form attached hereto as Exhibit B; 3.2.4 All documents required by this Agreement or the Title Company (as defined herein), which are necessary in order for the Title Company to issue the Title Policy to Buyer in accordance with this Agreement, including without limitation the Seller’s affidavit prepared by the Title Company; 3.2.5 A payoff letter with wire instructions setting forth the amount required to be paid in order to satisfy in full as of the Closing Date any and substance mutually agreed upon all mortgages, including the FirstMerit Mortgage, that encumber the Real Property; 3.2.6 All Warranties; 3.2.7 All Books and Records; 3.2.8 All Licenses and Permits; 3.2.9 All Reports and Plans; 3.2.10 All keys to the Real Property and Personal Property in possession of Seller; 3.2.11 A duly executed counterpart of any certificates, affidavits, disclosures and reports required by Buyer applicable state and Seller, as may be reasonably necessary to convey ownership, title and possession local law in connection with the conveyance of the Assets to Buyer Buyer; 3.2.12 Certificate of Limited Partnership of Seller from the Ohio Secretary of State, dated no earlier than ten (10) business days prior to Closing; 3.2.13 Certificate of the general partner of Seller, certifying that (a) each covenant and agreement of Seller to be performed prior to or as contemplated by of Closing pursuant to this AgreementAgreement has been performed in all material respects, and shall otherwise deliver to Buyer possession of the Assets; (b) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the Code; (c) deliver to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying all of the respective representations and warranties by or on behalf of Seller that the conditions set forth contained in Sections 6.02(a) this Agreement are true and 6.02(b) have been fulfilledcorrect; (d) deliver a certificate 3.2.14 Certificate of Full Force and Effect of Seller from the secretary or a senior officer Ohio Secretary of Seller certifying State, dated no earlier than ten (10) business days prior to Closing; 3.2.15 The opinion of Seller’s counsel as described in and attaching a copy provided by Section 8.2 hereof; 3.2.16 Closing Statement that has been agreed to by each party; 3.2.17 The cancellation and termination of any existing lease of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by SellerReal Property; and (g) execute, acknowledge 3.2.18 Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall: (a) execute and shall deliver to Buyer an assignment without any the following: 3.3.1 Deeds, duly executed, containing limited warranty whatsoeverof title substantially in the form attached hereto as Exhibit B, expresssufficient to vest in Buyer (or its nominee or assignee) full legal and equitable fee simple title to the Real Property, impliedsubject only to the liens and encumbrances permitted herein; 3.3.2 General Bxxx of Sale and Assignment of Contracts, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in substantially the form and substance attached as is customary for similar transactions Exhibit C (the “AssignmentBxxx of Sale”) covering the Assets), and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the Assets; (b) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the Code; (c) deliver to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller, conveying to Buyer good and valid title to the tangible assets which are part of the Assets including the Warranties, Reports and Plans, Books and Records, Licenses and Permits and the Personal Property owned by Seller and any unpaid casualty claims or losses (if any) and unpaid condemnation awards or damages, if any, which title shall be free and clear of all liens, security interests, pledges, options, restrictions, encumbrances, and defects in title, except for current taxes not yet due and payable and except as provided or permitted herein; 3.3.3 A FIRPTA Affidavit, substantially in the form attached hereto as Exhibit D; 3.3.4 All documents required by this Agreement or the Title Company (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by Seller; and (g) executeas defined herein), acknowledge and deliver any transfer orders, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or which are reasonably necessary in order for the Title Company to effectuate issue the transactions contemplated hereby.Title Policy to Buyer in accordance with this Agreement, including without limitation the Seller’s affidavit prepared by the Title Company, provided such affidavit or other documents are in form acceptable to Seller in Seller’s reasonable discretion; 3.3.5 A payoff letter with wire instructions setting forth the amount required to be paid in order to satisfy in full as of Closing any and all mortgages, including the Bank Liabilities, that encumber the Real Property; 3.3.6 All Books and Records; 3.3.7 All Licenses and Permits;

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute and deliver Subject only to the Permitted Encumbrances, deeds containing special warranty of title, duly executed by Seller in recordable form, conveying to Buyer good and marketable fee simple title to the Real Property along with an assignment without any warranty whatsoever, express, implied, or statutory, but including rights affidavit of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon value duly executed by Buyer and Seller, which deed and affidavit of value shall be in substantially the same form as may be reasonably necessary to convey ownership, title the forms of Exhibit B and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsExhibit C attached hereto; (b) deliver One or more assignments of lease, duly executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying by Seller or one of its Affiliates, assigning to Buyer Seller’s interest as lessor under or sublessor under Contracts that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the Codelease space to third parties; (c) deliver to Buyer a certificate One or more Bills of Sale and Assignment, duly executed by Seller transferring to Buyer valid title to all tangible assets which are a part of the Purchased Assets and valid title to all intangible assets which are a part of the Purchased Assets, free and clear of all Encumbrances other than the Assumed Liabilities and the Permitted Encumbrances; (d) Assignments of Contracts and Assumption of Liabilities duly executed by Seller assigning to Buyer Seller’s interest in any Assumed Contracts and copies of any third party consents (and, if applicable, estoppel certificates for real estate leases containing the statements prescribed under any such real estate lease) received by Seller in connection with such Assumed Contracts; provided, however, that obtaining a third party consent to the assignment of an authorized officer Assumed Contract shall not be a condition to Closing unless it is a Material Consent set forth on Schedule 1.1D. (e) Copies of resolutions duly adopted by Seller and the Manager, authorizing and approving Seller’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, dated certified as true and in full force and effect as of Closing Date, certifying on behalf by an appropriate officer of the Manager; (f) A certificate of Seller certifying that the conditions set forth in Sections 6.02(a) Section 9.1 and 6.02(b) Section 9.4 have been fulfilledsatisfied; (dg) deliver a certificate from Certificates of incumbency for the secretary or a senior officer respective officers of Seller, Manager and MedCath Corporation executing this Agreement and any other document contemplated herein dated as of the Closing Date; (h) Certificates of existence and good standing of Seller certifying and attaching a copy Manager from their respective states of organization dated the resolutions or written consent most recent practical date prior to Closing and, to the extent reasonably available during the time between the date of the governing body of Seller approving this Agreement and the transactions contemplated herebyClosing Date, state and local tax clearance certificates of Seller and Manager; (ei) deliver to Buyer A FIRPTA certificate, executed by Seller certifying Seller’s U.S. taxpayer identification number and that Seller is not a foreign Person, within the Escrow Agent meaning of Section 1445 of the Escrow Agreement Code in the form of Exhibit D attached hereto; (j) The Transition Services Agreement, duly executed by the appropriate Affiliate of Seller; (fk) deliver A list of source or access codes to Buyer computers, combinations to safe(s), and the transition services agreement contemplated by Section 8.01 duly executed by Sellerlocation or keys to safe deposit boxes, if any; and (gl) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute A General Bill xx Sale and deliver Assignment, fully executed by Seller, conveying to Buyer an assignment without any warranty whatsoevergood and marketable title to the Assets free and clear of all liabilities, expressclaims, impliedliens, or statutory, but including rights of subrogation (security interests and restrictions other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsAssumed Liabilities; (b) deliver A Trademark Assignment, fully executed statements described by Seller, conveying to Buyer Seller's interest in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the CodeTrademarks; (c) deliver to Buyer A Trademark License Agreement, in substantially the form of Exhibit A hereto, granting Seller a certificate duly executed by an authorized officer license for limited use of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledname "Einex.xxx" xx accordance with the terms thereof; (d) deliver a certificate from An Assignment of Contracts, fully executed by Seller, conveying to Buyer Seller's interest in the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyContracts; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly A Consulting Agreement, fully executed by Seller, in substantially the form of APPENDIX B attached hereto; (f) deliver Copies of resolutions duly adopted by the Board of Directors of Seller authorizing and approving 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 Closing, by the appropriate officers of Seller; (g) Certificate of the President or a Vice President of Seller certifying that each covenant and agreement of Seller to Buyer be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects; (h) Certificate of incumbency for the transition services agreement contemplated by Section 8.01 duly executed by Sellerofficers of Seller executing this Agreement or making certifications for Closing, dated as of the Closing Date; (i) Certificates of existence and good standing of Seller from the State of Florida, dated the most recent practical date prior to Closing; (j) Certificates of qualification to do business and good standing, as applicable, of Seller from the State of Texas, dated the most recent practical date prior to Closing; and (gk) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing (or at such other times as indicated in this Section 3.2) and unless otherwise waived in writing by Xxxxx, Seller shallshall deliver to Buyer the following: (a) execute one or more Special Warranty Deed(s) conveying Seller’s good and deliver marketable fee simple title in the Included Real Property to Buyer an assignment without any warranty whatsoever(which, expressat the discretion of Buyer may describe the Included Real Property by reference to the description contained in the Survey), implied, or statutory, but including rights of subrogation (other than subject only to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instrumentsPermitted Encumbrances, in the form and substance mutually agreed upon attached as Exhibit 3.2(a), executed by Buyer and a duly authorized officer of Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the Assets; (b) deliver a General Xxxx of Sale and Assignment in the form attached as Exhibit 3.2(b) (“Bill of Sale”) executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not by a “foreign person” as defined in Section 1445 duly authorized officer of the CodeSeller; (c) deliver to Buyer a certificate duly an Assignment and Assumption Agreement in the form attached as Exhibit 3.2(c) (the “Assignment and Assumption”) executed by an a duly authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver an Assignment and Assumption of Leases for Real Estate which is leased by, or to, Seller in the forms attached as Exhibits 3.2(d)(i)and 3.2(d)(ii) (the “Assumptions of Lease Agreements”) executed by a certificate from the secretary or a senior duly authorized officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebySeller; (e) deliver to Buyer and a Non-Compete Agreement in the Escrow Agent form attached as Exhibit 3.2(e) (the Escrow Agreement duly “Non-Compete Agreement”) executed by a duly authorized officer of Seller; (f) deliver a non-foreign affidavit dated as of the Closing Date in the form attached as Exhibit 3.2(f) executed by a duly authorized officer of Seller; (g) an amendment to Buyer the transition services agreement contemplated Articles of Incorporation of Seller, Rampart, MCMCA and Foundation in the forms attached as Exhibit 3.2(g) (the “Name Amendments”) executed by Section 8.01 a duly authorized officer of each of Seller, Xxxxxxx, MCMCA and Foundation; (h) an estoppel certificate, as requested by Xxxxx, duly executed by Seller and any lessee or lessor, as relevant, of each real property lease included in the Assumed Contracts, in the form attached as Exhibit 3.2(h); (i) the Funds Flow Memorandum executed by a duly authorized officer of Seller and Foundation; (j) a Transition Services Agreement in a form mutually agreeable to Buyer and Seller (the “Transition Agreement”) executed by a duly authorized officer of Seller; (k) one or more wire transfers of immediately available funds of cash balances which are among the Assets, including security or other deposits held by Seller for the account of third parties, to the account or accounts designated in writing by Buyer to Seller; (l) copies of resolutions duly adopted by the board of trustees or members, as appropriate, of Seller authorizing and approving Seller’s performance of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and the documents described herein to which it is a party, certified as true and of full force as of Closing by an appropriate officer of Seller; (m) a certificate of an authorized officer of Seller certifying that the conditions in Section 7.1 have been satisfied; (n) a certificate of an authorized officer of Seller certifying that the conditions in Section 7.6 have been satisfied; (o) a certificate of incumbency for the officers of Seller executing this Agreement or any other agreements or certificates to be executed or delivered on behalf of Seller pursuant hereto dated as of the Closing Date; (p) a certificate of existence and good standing of each of Seller, UPHP, UPMC and the Included Joint Ventures (following the transactions contemplated by Sections 6.11, 7.18 and 7.19) from the Michigan Secretary of State, each dated the most recent practical date prior to Closing; (q) one or more duly executed limited powers of attorney for use of pharmacy license, Drug Enforcement Administration (“DEA”) and other controlled substance registration numbers, and DEA order forms, in the form attached as Exhibit 3.2(q) (the “Power of Attorney”); (r) an “Owner’s Affidavit” in the Title Company’s standard form sufficient to remove each pre-printed exception from the Title Policy, except for matters shown on the Survey (as hereinafter defined); (s) certificates of title for each vehicle included in the Assets executed by a duly authorized officer of Seller; (t) a list of source or access codes to computers, combinations to safe(s) and the location of and keys to safe deposit boxes, if any; (u) subsequent to conversion, if applicable, to a for-profit Michigan limited liability company as contemplated by Sections 6.11, 7.18 and 7.19, certificates, assignments or other appropriate instruments of transfer of Seller’s ownership interests in the Included Joint Ventures (except with respect to the Pre-Closing Transferred Assets Entities), UPHP and UPMC, duly endorsed for transfer to Buyer; (v) possession and custody of the original minute books, transfer ledgers or similar organizational books of the Included Joint Ventures (except with respect to the Pre-Closing Transferred Assets Entities), UPHP and UPMC, to the extent in Seller’s possession; (w) a Medical Records Custody Agreement, in a form mutually agreeable to Buyer and Seller (the “Custody Agreement”), executed by a duly authorized officer of Seller; (x) a tax clearance certificate from the Michigan Department of Treasury providing the Seller has no outstanding tax liability for any sales, use, income, withholding, single business, business, or any other Michigan Taxes; (y) a Michigan Form XXX 0000, Clearance of Amount, from the Michigan Unemployment Insurance Agency certifying the status of Seller’s liability for unemployment Taxes; (z) at least two (2) business days prior to Closing, a Michigan Form UIA, Business Transferor’s Notice to Transferee of Unemployment Tax Liability and Rate; (aa) the Purchase Price Adjustment Agreement, executed by a duly authorized officer of Seller (if such agreement is entered into by Xxxxx and Seller); and (gbb) execute, acknowledge such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute Limited Warranty Deed(s), with covenants against grantors acts only, fully executed and deliver in recordable form, conveying to Buyer an assignment without good and marketable fee simple title to the Owned Real Property subject only to the Permitted Encumbrances that Seller is not required to remove or cure pursuant to Section 6.2 unless Seller otherwise removes or cures any warranty whatsoeversuch encumbrance after objection thereto by Buyer pursuant to Section 6.2 (as used in this Agreement, express, implied, or statutory, but including rights of subrogation (other than “good and marketable fee simple title” shall mean insurable by a nationally recognized title company acceptable to any Buyer and Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “AssignmentTitle Company”) covering ), who may also be the AssetsEscrow Agent, and at standard rates), such other instrumentsdeed or deeds collectively, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the Assets“Deed”); (b) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposesGeneral Assignment, Conveyance, and (B) is not Bxxx of Sale substantially in the form attached as Exhibit C, fully executed by Seller, conveying to Buyer good and valid title to the Owned Real Property and owned tangible and intangible personal property which are a “foreign person” as defined part of the Purchased Assets, free and clear of Liens other than the Assumed Liabilities and Permitted Encumbrances referred to in Section 1445 of the Code3.12 or Schedule 3.12; (c) deliver One or more Assignment of Lease Agreements substantially in the form attached hereto as Exhibit D (the “Lease Assignments”), fully executed by Seller, assigning and conveying to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that ’s interest in the conditions set forth in Sections 6.02(a) Leased Real Property and 6.02(b) have been fulfilledLeased Personal Property; (d) deliver a certificate from An Assignment and Assumption Agreements substantially in the secretary or a senior officer form attached as Exhibit E (the “Assignment and Assumption Agreements”), fully executed by Seller, assigning and conveying to Buyer Seller’s interest in the Assumed Contracts and assignable Permits subject to Seller’s reservation of Seller certifying rights under the Provider Agreements and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyPayor Agreements as provided herein; (e) deliver All instruments and documents reasonably required by the Title Company to Buyer issue the Title Policy under the Title Commitment at Closing, including, but not limited to, an affidavit of title in the form reasonably required by the Title Company in order to issue its extended coverage owner’s policy of title insurance without exception for mechanic’s, materialmen’s or other statutory liens, for unrecorded easements or for other rights of parties in possession except as otherwise disclosed thereon; an affidavit of seller’s residence; and a Seller’s Affidavit Regarding Brokers, in each case in the Escrow Agent form reasonably required by the Escrow Agreement duly executed by SellerTitle Company; (f) Copies of resolutions duly adopted by the Board of Directors of Seller, authorizing and approving Seller’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement, the Ancillary Agreements, and the documents described herein, certified as true and of full force as of the Closing, by an appropriate officer of Seller; (g) Copies of resolutions duly adopted by the sole shareholder of Seller authorizing and approving Seller’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement, the Ancillary Agreements to which Seller is a party and the documents described herein, certified as true and of full force as of the Closing, by an appropriate officer of such shareholder; (h) Certificates of the Chief Executive Officer or a Vice President of Seller, certifying that each covenant and agreement of Seller to be performed or prior to or as of the Closing pursuant to this Agreement has been performed in all material respects and the representations and warranties of Seller, 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); (i) Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (j) A Foreign Investment in Real Property Tax Act affidavit executed by Seller in the form of Exhibit F; (k) A tenant estoppel executed by the Real Property Lessee in substantially the form attached hereto as Exhibit G; provided however that such requirement shall be satisfied by the delivery of an officer’s certificate in accordance with Section 20.1(a) of the Real Property Lease (the “Tenant Officer’s Certificate”) with respect to the matters identified in clauses (i) through (iv) of Section 20.1(a) (and with respect to Section 20.1(a)(iv), such Tenant Officer’s Certificate shall include responses to such questions or statements of fact as set forth on Exhibit G), or if the Real Property Lessee shall fail or timely refuse to deliver to Buyer such estoppel or Tenant Officer’s Certificate within the transition services agreement contemplated time period specified by Section 8.01 duly 20.1(a) of the Real Property Lease, such failure shall constitute an acknowledgement of the matters provided for in Section 20.1 of the Real Property Lease and the Tenant Officer’s Certificate in accordance with its terms and a waiver by Buyer of the requirement for a tenant estoppel pursuant to this clause (k); (l) A mutually acceptable settlement statement prepared by the Title Company (the “Settlement Statement”); (m) The Guaranty executed by SellerSunLink (the “SunLink Guaranty”) in substantially the form attached hereto as Exhibit H; and (gn) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, are necessary and any other agreements and take any other actions provided for herein or which are reasonably necessary requested by Buyer, Escrow Agent or Title Company to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the Closing, Seller shall: (a) execute execute, acknowledge and deliver to Buyer an assignment without any warranty whatsoeverthe Conveyance, expressAssignment and Bill of Sale, implied, or statutory, but including rights substantially in the form of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions Exhibit D (the “Assignment”) covering the Assetswhich Assignment shall provide for a special warranty of title by through and under Seller but not otherwise, and such other conveyances, assignments, transfers, bills of sale and other instruments, whether state or federal, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary or desirable to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of (the Assets“Additional Assignments”); (b) deliver to Buyer an executed statements statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 within the meaning of the Code; (c) deliver to Buyer a certificate duly executed by an authorized officer releases and/or terminations of any mortgages, deeds of trust, security interests and financing statements applicable to the Assets securing Seller’s credit facilities, dated as of Closing Date, certifying including those listed on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledSchedule 6.01(t); (d) for Xxxxx of which Seller or its Affiliate is the designated operator, execute and deliver to Buyer: (i) a certificate from the secretary or a senior officer of Seller certifying and attaching a copy validly executed blanket transfer forms designating Buyer as operator of the resolutions Xxxxx with the States of Ohio and Michigan and (ii) any other forms or written consent documents required to designate Buyer as operator of the governing body of Seller approving this Agreement and the transactions contemplated herebythose Xxxxx; (e) execute and deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Sellerletters in lieu of transfer or division orders; (f) execute and deliver to Buyer the transition services certificate described in Section 8.02(e); (g) execute and deliver to Buyer a Transition Agreement in a form mutually acceptable to Seller and; (h) except as otherwise provided in Section 10.03, deliver possession of the Assets to Buyer; (i) For each Property included in the Assets for which Seller is the operator, Seller shall execute and deliver to Buyer, in the form of Exhibit F, letters addressed to each of the non-operating working interest owners of such Property, pursuant to which (1) Seller resigns as operator, (2) Seller proposes a vote for the election of a new operator pursuant to the terms of the applicable operating agreement contemplated by Section 8.01 duly executed by Sellerand (3) Seller recommends to such non-operating working interest owners that they vote in favor of Xxxxx as the new operator; and (gj) execute, acknowledge and deliver any transfer orders, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions that are provided for herein under this Agreement or which are reasonably necessary or desirable to effectuate the transactions contemplated herebyby this Agreement.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute A Limited Warranty Deed, fully executed and deliver in recordable form, conveying to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation good and marketable fee simple title to the Real Property described in Schedule 1.1(a) subject to the Permitted Encumbrances (other than to any Seller or any Affiliate of any Seller) as used in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, “good and marketable fee simple title” shall otherwise deliver to Buyer possession of the Assetsmean insurable by a national Title Company at standard rates); (b) deliver A General Assignment, Conveyance and Xxxx of Sale in the form attached as Exhibit A, fully executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposesby Seller, conveying to Buyer good and (B) is not valid title to all tangible assets which are a “foreign person” as defined in Section 1445 part of the CodePurchased Assets and valid title to all intangible assets which are a part of the Purchased Assets, free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities and Permitted Encumbrances; (c) deliver An Assignment and Assumption Agreement in the form attached as Exhibit B (the “Assignment and Assumption Agreement”), fully executed by Seller, conveying to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that ’s interest in the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledContracts; (d) deliver a certificate from All instruments and documents reasonably required by the secretary or a senior officer of Seller certifying Title Company (as defined in Section 5.3 hereof) to issue the Title Policy (as defined in Section 5.3 hereof) as described in and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyprovided by Section 7.3 hereof; (e) deliver Ancillary Services Agreements between the Buyer and Seller on terms and conditions that are fair market value through which services are provided that meet quality and performance standards currently available to Buyer in the market (the “Ancillary Services Agreements”), including, without limitation, the Clinical Laboratory Services Agreement in the form attached as Exhibit C, the Laundry Services Agreement in the form attached as Exhibit D, the Food and Nutrition Services Agreement in the form attached as Exhibit E, and a Chilled Water and Steam Services Agreement in the form attached as Exhibit F, each fully executed by the Seller; (f) Copies of resolutions duly adopted by the Board of Directors of Seller, authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; (g) An Employee Assistance Program Agreement between Buyer and Seller in the form attached as Exhibit G, pursuant to which Buyer shall provide to Seller exclusive twenty-four (24) hour per-day, seven (7) day per-week psychiatric call coverage for a period of six (6) years (the “Employee Assistance Program Agreement”); (h) The Psychiatric Clinical Assessment Agreement executed by Seller in the form attached as Exhibit H, pursuant to which Buyer shall provide to Seller exclusive twenty-four (24) hour per-day, seven (7) day per-week psychiatric clinical assessment and call coverage for a period of six (6) years (the “Psychiatric Clinical Assessment Agreement”); (i) An easement agreement fully executed by Seller granting Buyer a non-exclusive easement for access, ingress and egress from Xxx Xxxxxxxx Road (Garden Walk Blvd.) to the Real Property, across the portion of Seller’s adjacent property shown as “Proposed Access Easement” on that certain ALTA/ACSM Land Title Survey for Southern Regional Medical Center RiverWoods Institute, prepared by Integrated Science & Engineering, dated June 5, 2008, with terms and conditions satisfactory to Buyer and in the form attached as Exhibit I (the “Access Easement Agreement”); (j) A telephone line use agreement (“D-Xxxx Agreement”) fully executed by Seller providing Buyer the right to use a D-Xxxx device installed on Seller’s property, with terms and conditions satisfactory to Buyer and in the form attached as Exhibit J; (k) An agreement regarding the use of the “Detention Pond” shown and depicted on the Plat of Survey at the southernmost end of the Real Property, fully executed by Seller and in the form attached as Exhibit K (the “Detention Pond Agreement”); (l) The springing escrow agreement among Buyer, Seller and LaSalle Bank, N.A., in the form attached as Exhibit L (the “Springing Escrow Agent the Escrow Agreement duly Agreement”), fully executed by Seller; (fm) deliver An opinion of counsel to Seller in the form attached as Exhibit M; (n) An amendment of that certain August 14, 1997 Restated Lease Agreement by and between the Hospital Authority and the Seller in the form attached as Exhibit N, removing the Real Property and the Hospital from the premises leased to Seller, and releasing and discharging the Hospital Authority and the Seller from obligations arising thereunder which relate to the Real Property and the Hospital, and waiving the Hospital Authority’s reversionary interests and rights of first refusal in and to the Real Property and the Hospital; (o) Copies of resolutions duly adopted by the Hospital Authority of Xxxxxxx County, Georgia (“Hospital Authority”), authorizing and approving: (i) the Hospital Authority’s transfer of the Real Property to the Seller; (ii) Seller’s performance of the transactions contemplated hereby; (iii) the waiver of the Hospital Authority’s reversionary rights and rights of first refusal in and to the Real Property and the Hospital; and (iv) the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers; (p) Certificates of the President or a Vice President of Seller, certifying that each covenant and agreement of Seller to be performed or prior to or as of the Closing pursuant to this Agreement has been performed and each representation and warranty of Seller is true and correct in all material respects on the Closing Date, as if made on and as of the Closing; (q) Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (r) Certificates of existence and good standing of Seller from the State of Georgia, dated the most recent practical date prior to the Closing; (s) All Certificates of Title and other documents (if any) evidencing an ownership interest conveyed as part of the Purchased Assets; (t) Written consents to assignment from the third parties to the Contracts identified on Schedule 3.20(d); (u) A quit-claim deed fully executed by the Hospital Authority in recordable form, conveying to Buyer all of the transition services Hospital Authority’s right, title and interest in and to the Real Property; (v) A certificate of non-foreign status certifying that Seller is not a foreign person for purposes of the Foreign Investment in Real Property Act; (w) An affidavit sufficient to demonstrate that Seller is exempt from the withholding requirements of Section 48-7-128 of the Official Code of Georgia Annotated; (x) A real property transfer tax declaration in the form required by the State of Georgia; (y) Title to the Ford passenger van to be transferred to Buyer as part of the Purchased Assets; (z) An assignment and amendment agreement contemplated with terms and conditions satisfactory to Buyer, duly amending and assigning to Buyer that certain Physician Employment Agreement by Section 8.01 and between Southern Crescent Physicians Group, Inc. and Xxxxx X. Xxxxxx, M.D., dated July 1, 2007, duly executed by Xxxxx X. Xxxxxx, M.D. and Southern Crescent Physicians Group, Inc.; (aa) Evidence reasonably satisfactory to Buyer that the Bond Defeasance Escrow Account has been established by Seller; and (gbb) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute and deliver Subject only to the Permitted Encumbrances, deeds containing special warranty of title, duly executed by Seller in recordable form, conveying to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than good and marketable fee simple absolute title to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsOwned Real Property; (b) deliver One or more assignments of lease, duly executed statements by Seller assigning to Buyer Seller’s interest in the Contracts relating to any Leased Real Property; (c) One or more assignments of lease, duly executed by Seller or one of its Affiliates, assigning to Buyer Seller’s interest as lessor under or sublessor under Contracts that lease space to third parties; (d) One or more Bills of Sale and Assignment, duly executed by Seller transferring to Buyer valid title to all tangible assets which are a part of the Purchased Assets and valid title to all intangible assets which are a part of the Purchased Assets, free and clear of all Encumbrances other than the Assumed Liabilities and the Permitted Encumbrances; (e) One or more Assignments of Contracts and Assumption of Liabilities duly executed by Seller assigning Seller’s interest in the Assumed Contracts to Buyer; (f) Copies of resolutions duly adopted by Seller and the Manager, authorizing and approving Seller’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 Treasury Regulation §1.1445-2(b)(2full force and effect as of Closing by an appropriate officer of the Manager; (g) A certificate of Seller certifying that the conditions set forth in Section 9.1 and Section 9.4 have been satisfied; (h) Certificates of incumbency for the respective officers of the Manager executing this Agreement and any other document contemplated herein dated as of the Closing Date; (i) Certificates of existence and good standing of Seller and Manager from their respective states of organization dated the most recent practical date prior to Closing; (j) A FIRPTA certificate, executed by Seller certifying Seller’s U.S. taxpayer identification number and that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposesa foreign Person, and (B) is not a “foreign person” as defined in within the meaning of Section 1445 of the Code; (ck) deliver to Buyer a certificate The Transition Services Agreement, duly executed by an authorized officer the appropriate Affiliate of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by Seller; and (gl) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute An executed instrument of assignment and deliver assumption transferring the Equity Interest and the Management Rights to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsBuyer; (b) deliver An acknowledgment by Xxxxx that all of the Xxxxx Obligations have been fully paid and satisfied as a result of the completion of the Closing; (c) Copies of resolutions duly adopted by Seller authorizing and approving Seller’s respective performances 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 Closing by the appropriate officers of Seller; (d) Certificates of Seller certifying that the conditions set forth in Sections 10.1 and 10.3 have been satisfied; (e) Certificates of incumbency for the officers of Seller executing this Agreement and any other document contemplated herein dated as of the Closing Date; (f) Certificates of existence and good standing of Seller from its state of organization dated the most recent practical date prior to Closing; (g) A FIRPTA certificate, executed statements described in Treasury Regulation §1.1445-2(b)(2) by Seller, certifying Seller’s U.S. taxpayer identification number and that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposesa foreign Person, and (B) is not a “foreign person” as defined in within the meaning of Section 1445 of the Code; (ch) deliver to Buyer a certificate duly executed A complete copy of the Operating Agreement, including all amendments hereto, certified by an officer or other authorized representative of Seller to be a true, correct, and complete copy of the Operating Agreement as then in effect as of Closing; (i) Complete copies of all employee agreements which Buyer is required to assume pursuant to Section 11.2 herein, including all amendments hereto, certified by an officer or other authorized representative of SellerSeller to be true, correct, and complete copies of these employment agreement as then in effect as of Closing; (j) A complete copy of the Confidentiality Agreement, dated as of Closing DateApril 30, certifying on behalf 2010, which shall continue in full force and effect pursuant to Section 13.8 herein, certified by an officer or other authorized representative of Seller that the conditions set forth in Sections 6.02(a) to be a true, correct, and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a complete copy of the resolutions or written consent Confidentiality Agreement as then in effect as of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by SellerClosing; and (gk) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Xxxxx, Seller shallshall deliver to Buyer (or, in the case of items referred to in Section 2.1(i) and (j) below, Southern shall have and retain (and Seller shall be entitled to retain copies)) of the following: (a) execute and deliver The Shares accompanied by duly executed blank stock powers or other appropriate instruments of conveyance with respect to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsShares; (b) deliver An Assumption Agreement in the form attached as Exhibit A (the “Assumption Agreement”), fully executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that by Seller, pursuant to which Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of assumes the CodeAssumed Liabilities; (c) deliver to Buyer a certificate Copies of resolutions duly executed adopted by an authorized the Board of Directors of Seller, authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer Copies of resolutions duly adopted by Seller certifying authorizing and attaching a copy approving Seller’s performance of the resolutions or written consent transactions contemplated hereby and the execution and delivery of the governing body of Seller approving this Agreement and the transactions contemplated herebydocuments described herein, certified as true and of full force as of the Closing, by the appropriate officers; (e) deliver Certificates of the President or a duly authorized Vice President of Seller, certifying that the covenants and agreements of Seller to Buyer be performed or prior to or as of the Closing pursuant to this Agreement have been performed in all material respects and the Escrow Agent representations of Seller are true and correct in all material respects as of the Escrow Agreement duly executed by SellerClosing Date (except to the extent expressly made as to an earlier date, in which case as of such date) as if made on and as of the Closing Date, and except where the failure of any such representation or warranty to be true and correct would not have a Material Adverse Effect; (f) deliver Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of Seller from the State of Georgia, dated the most recent practical date prior to Buyer the transition services agreement contemplated by Section 8.01 duly executed by SellerClosing; (h) The resignations of the officers and directors of Southern; (i) The corporate records of Southern; and (gj) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or may reasonably be requested by Buyer which are reasonably necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute Limited Warranty Deed(s), with covenants against grantors acts only, fully executed and deliver in recordable form, conveying to Buyer an assignment without good and marketable fee simple title to the Owned Real Property described in Schedule 1.1(a) subject only to the Permitted Encumbrances that Seller is not required to remove or cure pursuant to Section 6.2 unless Seller otherwise removes or cures any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon encumbrance after objection thereto by Buyer and Seller, pursuant to Section 6.2 (as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by used in this Agreement, “good and marketable fee simple title” shall otherwise deliver to Buyer possession of the Assetsmean insurable by a national Title Company at standard rates); (b) deliver General Assignment, Conveyance and Xxxx of Sale substantially in the form attached as Exhibit B, fully executed statements described by Seller, conveying to Buyer good and valid title to the Purchased Assets (exclusive of Seller’s interest in Treasury Regulation §1.1445-2(b)(2the Contracts) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not which are a “foreign person” as defined in Section 1445 part of the CodePurchased Assets, free and clear of Liens other than the Assumed Liabilities and Permitted Encumbrances referred to in Schedule 3.12; (c) deliver An Assignment of Leases Agreement substantially in the form attached hereto as Exhibit C (the “Lease Assignments”), fully executed by Seller, assigning and conveying to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that ’s interest in the conditions set forth in Sections 6.02(a) Leased Real Property and 6.02(b) have been fulfilledLeased Personal Property; (d) deliver a certificate from An Assignment and Assumption Agreements substantially in the secretary or a senior officer form attached as Exhibit D (the “Assignment and Assumption Agreements”), fully executed by Seller, assigning and conveying to Buyer Seller’s interest in the Contracts and assignable Permits subject to Seller’s reservation of Seller certifying rights under Medicare and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyMedicaid provider agreements as provided herein; (e) deliver All instruments and documents reasonably required by the Title Company (as defined in Section 6.2 hereof) to Buyer issue the title policy contemplated by the Title Commitment at Closing, including, but not limited to, an affidavit of title in the form reasonably required by the Title Company in order to issue its extended coverage owner’s policy of title insurance without exception for mechanic’s, materialmen’s or other statutory liens, for unrecorded easements or for other rights of parties in possession except as otherwise disclosed thereon; an affidavit of seller’s residence; and a Seller’s Affidavit Regarding Brokers, in each case in the Escrow Agent form reasonably required by the Escrow Agreement duly executed by SellerTitle Company; (f) deliver Copies of resolutions duly adopted by the Manager or board of directors of Seller, authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; (g) Copies of resolutions duly adopted by the Manager or board of directors of the Seller authorizing and approving Seller’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; (h) Certificates of the Manager, President or a Vice President of Seller, certifying that each covenant and agreement of Seller to Buyer be performed or prior to or as of the transition services agreement contemplated by Section 8.01 duly Closing pursuant to this Agreement has been performed in all material respects and the representations and warranties of Seller, 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; (i) Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (j) The Escrow Agreement, executed by Seller; and (gk) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, are necessary and any other agreements and take any other actions provided for herein or which are reasonably necessary requested by Buyer to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Xxxxx, Seller shallshall deliver to Buyer the following: (a) execute and deliver Deeds containing special warranty of title, fully executed by each applicable Seller Entity in recordable form, conveying to each applicable Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than Entity fee simple title to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions the Owned Real Property (the “Deeds”), and Assignments of Leases, fully executed by each applicable Seller Entity, assigning to each applicable Buyer Entity leasehold title to the Leased Real Property (the “Assignments of Leases”), subject only to the Permitted Encumbrances and the Assumed Liabilities; (b) A General Assignment”) covering , Conveyance and Bill of Sale, fully executed by each applicable Seller Entity, conveying to each applicable Buyer Entity all of the Seller Entity’s right, title and interest in the Assets, free and such clear of all liabilities, claims, liens, security interests and restrictions other instrumentsthan the Permitted Encumbrances and the Assumed Liabilities; (c) An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by the applicable Seller Entity, conveying to each applicable Buyer Entity the Seller Entity’s interest in form the Contracts; (d) Copies of corporate resolutions duly adopted by the Board of Directors of Seller and substance mutually agreed upon each Seller Entity, authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by Buyer the appropriate officers of Seller and each Seller Entity; (e) Certificate of the President or a Vice President of Seller, certifying as may be reasonably necessary to convey ownership, title and possession the satisfaction of the Assets to Buyer as contemplated by condition precedent contained in Section 7.1 of this Agreement; (f) Certificates of incumbency for the respective officers of Seller and each Seller 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 Seller and each Seller Entity from the state in which it is incorporated or formed, dated the most recent practical date prior to the Closing; (h) All Certificates of Title and shall otherwise deliver to Buyer possession other documents evidencing an ownership interest conveyed as part of the Assets; (bi) deliver executed statements described in Treasury Regulation §1.1445-2(b)(2A standard form owner’s affidavit (modified as necessary to make factually accurate) certifying that Seller is not as required by the Title Company (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of 6.3 hereof) to issue the CodeTitle Policy (as defined in Section 6.3 hereof) as described in and provided by Section 7.3 hereof; (cj) deliver to Buyer a certificate duly An Information Technology Transition Services in substantially the form attached hereto as Exhibit C (the “Information Services Agreement”) and the Business Associate Agreement, in substantially the form attached thereto (the “Business Associate Agreement”), fully executed by an authorized officer Affiliate of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (dk) deliver a certificate from A Hospital Transition Services Agreement in substantially the secretary or a senior officer form attached hereto as Exhibit D (the “Transition Services Agreement”), fully executed by an Affiliate of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebySeller; (el) deliver to Buyer A Clinic Billing and Collection Agreement in substantially the Escrow Agent form attached hereto as Exhibit E (the Escrow “Billing and Collection Agreement”), fully executed by an Affiliate of Seller; (m) A License Agreement duly for Policy and Procedure Manuals in substantially the form attached hereto at Exhibit F (the “License Agreement”), fully executed by Seller; (fn) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly A Trademark Assignment Agreement (“Trademark Assignment Agreement”) fully executed by CHSPSC, LLC and a Seller Entity designated by Seller, effectuating the assignment of the trademarks LAKE XXXXXX REGIONAL MEDICAL CENTER (N.C. Reg. No. 007393) and LAKE XXXXXX REGIONAL MEDICAL CENTER with Design (N.C. Reg. No. 024268) from CHSPSC, LLC to such Seller Entity, including copies of the State of North Carolina Assignment of Registration of Trademark or Service Mark filed with the State of North Carolina for each trademark identified in this Section 2.2(n); (o) A certification (in such form as may be reasonably requested by Xxxxx) conforming to the requirements of Treasury Regulations 1.1445-2(c)(3) and 1.97-2(h); and (gp) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, the parties reasonably agree are appropriate and any other agreements and take any other actions provided for herein or which are reasonably necessary to effectuate the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Xxxxx, Seller shallshall deliver to Buyer (or, in the case of items referred to in Section 2.1(i) and (j) below, Seller shall deliver to Buyer (and Seller shall be entitled to retain copies of) the following: (a) execute General Assignment, Conveyance and deliver Bill of Sale in the form attached as Exhibit C, fully executed by Seller, conveying to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than good and valid title to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Trace Regional Assets, free and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession clear of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the Assetsall Liens; (b) deliver An Assignment and Assumption Agreement(s) in the form attached as Exhibit A (the “Assignment and Assumption Agreement”), fully executed statements described by Seller, assigning and conveying to Buyer Seller’s interest in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the Codeany assignable Contracts and; (c) deliver to Buyer a certificate Copies of resolutions duly executed adopted by an authorized officer the Board of Directors of Seller, dated authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of Closing Datethe Closing, certifying on behalf by the appropriate officers of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledSeller; (d) deliver a certificate from Certificates of the secretary President or a senior officer Vice President of Seller, certifying that to the best of such officer’s knowledge and belief each covenant and agreement of Seller certifying and attaching a copy to be performed or prior to or as of the resolutions or written consent Closing pursuant to this Agreement has been materially performed and the representations and warranties of Seller, considered as a whole, are true and correct in all material respects on the Closing Date, as if made on and as of the governing body Closing (except to the extent made as of Seller approving this Agreement an earlier date, in which case true and the transactions contemplated herebycorrect as of such earlier date); (e) deliver Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (f) an assignment of all Physician Employment Agreements of Seller with respect to Buyer the Hospital which are terminable within 90 days; (g) that certain Lease Agreement of even date herewith between Lesser as Lessor and Xxxxx as Lessee together with the Escrow Agent the Escrow Agreement duly first month’s rent as provided therein, fully executed by Xxxxxx, fully executed by Seller; (fh) deliver that certain Management Agreement of even date herewith between Xxxxx and Seller with respect to management of Trace Regional, fully executed by Seller; (i) that certain Real Estate Purchase Agreement of even date herewith between Seller and Buyer with respect to the purchase of the Trace Regional real estate as defined therein, fully executed by Seller; (j) that certain Shared Services Agreement of even date herewith executed by Seller in favor of Buyer to aid with the transition services agreement contemplated by Section 8.01 duly of the Hospital’s operations to Buyer, fully executed by Seller; and (gk) executeSuch other instruments and documents as Xxxxx, acknowledge acting reasonably and deliver any transfer ordersin good faith, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or shall request which are reasonably necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute and deliver Assignments, fully executed by Seller in recordable form assigning to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than leasehold title to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsLeased Real Property; (b) deliver A General Xxxx of Sale and Assignment in the form of Exhibit A, duly executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposesby Seller, and (B) is not conveying to Buyer title to all tangible assets which are a “foreign person” as defined in Section 1445 part of the CodePurchased Assets and valid title to all intangible assets which are a part of the Purchased Assets, free and clear of all Encumbrances other than the Assumed Liabilities and the Permitted Encumbrances; (c) deliver to Buyer a certificate duly An Assignment and Assumption of Assumed Contracts in the form of Exhibit B, fully executed by an authorized officer of Seller, conveying Seller's interest in the Leases and Assumed Contracts to Buyer; (d) A certificate of Chief Executive Officer of Seller dated as of the Closing Date, Date certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) Section 7.1 and 6.02(b) 7.7 have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebysatisfied; (e) deliver Secretary's Certificates of Seller and Parent dated as of the Closing Date certifying as to Buyer (i) the incumbency of the respective officers of Seller and Parent, (ii); the accuracy and effectiveness of the By-laws of Seller and Parent, and (iii) the accuracy and effectiveness of the resolutions of the respective boards of directors and, if necessary, shareholders of Seller and Parent, authorizing and approving the respective performance of Seller and Parent of the transactions contemplated hereby and the Escrow Agent execution and delivery of this Agreement and the Escrow Agreement duly documents described herein; (f) Certificates of existence of Seller and Parent from their respective states of organization dated not more than thirty (30) days prior to Closing; (g) The opinion of Seller's counsel dated as of the Closing Date as described in and provided by Section 7.3 hereof; (h) Copies of third-party consents and approvals provided in Section 7.4(b); (i) An Assignment of Trademarks in the form of Exhibit C, fully executed by Seller; (fj) deliver to Buyer A Buying Group Agreement in the transition services agreement contemplated by Section 8.01 duly form of Exhibit D, fully executed by Seller; (k) A Lease Agreement in the form of Exhibit E, fully executed by Seller; (l) A Mutual Release Agreement in the form of Exhibit F, fully executed by Seller and its Affiliates and their respective officers and directors identified therein; (m) A Technology Transition Agreement in the form of Exhibit J, fully executed by Seller; (n) UCC termination statements in a form reasonably acceptable to Buyer terminating all security interests in the Purchased Assets that are in existence prior to the Closing Date; (o) A Cancellation and Termination of Professional Services and Support Agreement in the form of Exhibit O, fully executed by Seller; (p) A Release of Optometric Eye Care Center, P.A. in the form of Exhibit P, fully executed by CapitalSource; (q) A Non-Competition Agreement of Seller in the form of Exhibit I, fully executed by Seller and Parent; (r) Such other instruments and documents as are reasonably necessary to satisfy the conditions precedent to Buyer's obligations hereunder; (s) An Escrow Agreement in the form of Exhibit L, fully executed by Seller; (t) An amount equal to $100,000 into the Net Working Capital Escrow Account in accordance with Section 2.6(f) hereof; (u) A certificate of insurance naming Buyer as an additional insured, or other evidence satisfactory to Buyer that such insurance coverage has been obtained, in accordance with Section 10.19 hereof; (v) $141,234 in immediately available funds by wire transfer to an account that has been designated in writing by Buyer at least one business day prior to the Closing Date, which shall constitute payment in full for the Seller's obligation for the cost of certain O.D. bonuses in accordance with Section 10.20 hereof; (w) A resolution of the board of directors of Parent approving the plan-to-plan transfer of the account balances of the Transferred Employees from Seller's 401(k) Plan to the OECCPA Plan as described in Section 9.2 hereof; (x) A Subordination or Intercreditor Agreement in form satisfactory to the parties thereto fully executed by Buyer, Drs. Xxxxxx and Xxxxxxx, Southern Bank, Parent, and Titan Capital, LLC; (y) Such other instruments and documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby; and (gz) execute[$286,589] in immediately available funds by wire transfer to an account that has been designated in writing by Buyer at least one business day prior to the Closing Date, acknowledge and deliver any transfer orders, division orders, letters which shall constitute payment towards the Seller's obligation to Operate the Business for Benefit of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or which are reasonably necessary to effectuate the transactions contemplated herebyBuyer in accordance with Section 2.6(e) hereof.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute and deliver Subject only to the Permitted Encumbrances, deeds containing special warranty of title, duly executed by Seller in recordable form, conveying to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than good and marketable fee simple title to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsOwned Real Property; (b) deliver One or more assignments of lease, duly executed statements by Seller assigning to Buyer Seller’s interest in the Assumed Contracts relating to any Leased Real Property; (c) One or more assignments of lease, duly executed by Seller or one of its Affiliates, assigning to Buyer Seller’s interest as lessor under or sublessor under Assumed Contracts that lease space to third parties; (d) One or more Bills of Sale and Assignment, duly executed by Seller transferring to Buyer valid title to all tangible assets which are a part of the Purchased Assets and valid title to all intangible assets which are a part of the Purchased Assets, free and clear of all Encumbrances other than the Assumed Liabilities and the Permitted Encumbrances; (e) One or more Assignments of Contracts and Assumption of Liabilities duly executed by Seller, assigning Seller’s interest in the Assumed Contracts to Buyer; (f) Copies of resolutions duly adopted by Seller and the General Partner, authorizing and approving Seller’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 Treasury Regulation §1.1445-2(b)(2full force and effect as of Closing by an appropriate officer of Seller; (g) A certificate of Seller certifying that the conditions set forth in Section 9.1 and Section 9.4 have been satisfied; (h) Certificates of incumbency for the respective officers of Seller executing this Agreement and any other document contemplated herein dated as of the Closing Date; (i) Certificates of existence and good standing of Seller and the General Partner, from their states of organization dated the most recent practical date prior to Closing; (j) A FIRPTA certificate, executed by Seller certifying Seller’s U.S. taxpayer identification number and that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposesa foreign Person, and (B) is not a “foreign person” as defined in within the meaning of Section 1445 of the Code; (ck) deliver to Buyer a certificate The Transition Services Agreement, duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by SellerMedCath; and (gl) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the Closing and unless otherwise waived in writing by Xxxxx, Seller shall deliver to Buyer of the following: 2.1.1.1. Limited Warranty Deed(s), fully executed and in recordable form, conveying to Buyer good and marketable fee simple title[*]to the Trace Real Property described in Schedule 1.1subject only to Permitted Encumbrances unless Seller otherwise removes or cures any other material encumbrance after objection thereto by Buyer pursuant to Section 6.2 (as used in this Agreement, “good and marketable fee simple title” shall mean insurable by a regional or national Title Company); 2.1.1.2. Such instruments and documents reasonably required by Xxxxx’s Title Company to issue the title policy with respect to the Trace Real Property contemplated by the Title Commitment consistent with the terms of this Agreement, including, but not limited to, an affidavit of title in the form reasonably required by the Title Company in order to issue an owner’s policy of title insurance in customary form subject to standard exceptions and Permitted Encumbrances but no other material exceptions other than as otherwise disclosed in this Agreement including Schedules hereto and an Affidavit of Xxxxxx’s Residence or other affidavit to comply with; and a Seller’s Affidavit Regarding Brokers in the form reasonably required by the Title Company; 2.1.1.3. Copies of resolutions duly adopted by the Board of Directors of Seller, authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; 2.1.1.4. Certificates of the Chief Executive Officer or a Vice President of Seller, certifying that to the best of such officer’s knowledge and belief each covenant and agreement of Seller shall: to be performed or prior to or as of the Closing pursuant to this Agreement has been materially performed and the representations and warranties of Seller, 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 (a) execute and deliver except to Buyer the extent made as of an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instrumentsearlier date, in form which case true and substance mutually agreed upon by Buyer and Seller, correct as may be reasonably necessary to convey ownership, title and possession of such earlier date) ; 2.1.1.5. Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsClosing Date; (b) deliver executed statements described in Treasury Regulation §1.14452.1.1.6. A certificate of non-2(b)(2) foreign status certifying that Seller is not (A) an entity disregarded as separate from its owner a foreign person for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 purposes of the CodeForeign Investment in Trace Real Property Act; (c) deliver to 2.1.1.7. Such other instruments and documents as Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Seller; (f) deliver to Buyer the transition services agreement contemplated by Section 8.01 duly executed by Seller; and (g) execute, acknowledge and deliver any transfer orders, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or shall reasonably request which are reasonably necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute Limited Warranty Deed(s), with covenants against grantors acts only, fully executed and deliver in recordable form, conveying to Buyer an assignment without good and marketable fee simple title to the Owned Real Property described in Schedule 1.1(a) subject only to the Permitted Encumbrances that Seller is not required to remove or cure pursuant to Section 6.2 unless Seller otherwise removes or cures any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon encumbrance after objection thereto by Buyer and Seller, pursuant to Section 6.2 (as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by used in this Agreement, “good and marketable fee simple title” shall otherwise deliver to Buyer possession of the Assetsmean insurable by a national Title Company at standard rates); (b) deliver General Assignment, Conveyance and Xxxx of Sale substantially in the form attached as Exhibit E, fully executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that by Seller, conveying to Buyer good and valid title to the Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, Owned Real Property and (B) is not owned Tangible and intangible personal property which are a “foreign person” as defined in Section 1445 part of the CodePurchased Assets, free and clear of Liens other than the Assumed Liabilities and Permitted Encumbrances referred to in Schedule 3.12; (c) deliver One or more Assignment of Leases Agreements substantially in the form attached hereto as Exhibit F (the “Lease Assignments”), fully executed by Seller, assigning and conveying to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that ’s interest in the conditions set forth in Sections 6.02(a) Leased Real Property and 6.02(b) have been fulfilledLeased Personal Property; (d) deliver a certificate from An Assignment and Assumption Agreements substantially in the secretary or a senior officer form attached as Exhibit G (the “Assignment and Assumption Agreements”), fully executed by Seller, assigning and conveying to Buyer Seller’s interest in the Contracts and assignable Permits subject to Seller’s reservation of Seller certifying rights under Medicare and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyMedicaid provider agreements as provided herein; (e) deliver All instruments and documents reasonably required by the Title Company (as defined in Section 6.2 hereof) to Buyer issue the title policy by the Title Commitment at Closing, including, but not limited to, an affidavit of title in the form reasonably required by the Title Company in order to issue its extended coverage owner’s policy of title insurance without exception for mechanic’s, materialmen’s or other statutory liens, for unrecorded easements or for other rights of parties in possession except as otherwise disclosed thereon; an affidavit of seller’s residence; and a Seller’s Affidavit Regarding Brokers, in each case in the Escrow Agent form reasonably required by the Escrow Agreement duly executed by SellerTitle Company; (f) deliver Copies of resolutions duly adopted by the President or a Vice President of Seller, authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; (g) Copies of resolutions duly adopted by the President or a Vice President of Seller authorizing and approving Seller’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; (h) Certificates of the President or a Vice President of Seller, certifying that each covenant and agreement of Seller to Buyer be performed or prior to or as of the transition services agreement contemplated by Section 8.01 duly Closing pursuant to this Agreement has been performed in all material respects and the representations and warranties of Seller, 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; (i) Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (j) The Escrow Agreement, executed by Seller; and (gk) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, are necessary and any other agreements and take any other actions provided for herein or which are reasonably necessary requested by Buyer to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute and deliver Deeds containing general warranty of title, fully executed by Seller in recordable form, conveying to Buyer an assignment without any warranty whatsoevergood and marketable fee title to the Real Property, express, implied, or statutory, but including rights of subrogation (other than subject only to any Seller or any Affiliate of any Seller) in form the liens and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the Assetsencumbrances permitted herein; (b) deliver A General Xxxx of Sale and Assignment, fully executed statements described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposesby Seller, conveying to Buyer good and (B) is not a “foreign person” as defined in Section 1445 of marketable title to all the CodeAssets other than the Real Property; (c) deliver An Assignment of Leases and Contracts, fully executed by Seller, conveying to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that 's interest in the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledContracts; (d) deliver a certificate from An Owner's Policy of Title Insurance covering the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyReal Property; (e) deliver to Buyer Copies of resolutions duly adopted by the Board of Directors and shareholders of Seller authorizing and approving the performance of the transactions contemplated hereby and the Escrow Agent execution and delivery of this Agreement and the Escrow Agreement duly executed documents described herein, certified as true and of full force as of Closing, by the appropriate officers of Seller; (f) deliver Certificates of the President or a Vice President of Seller certifying that as of Closing all of the representations and warranties made by or on behalf of Seller contained in this Agreement are true and correct in all respects and that each covenant and agreement of Seller to Buyer be performed prior to or as of Closing pursuant to this Agreement has been performed; (g) Certificates of incumbency for the transition services agreement contemplated by Section 8.01 duly executed by Sellerofficers of Seller executing this Agreement and the documents described herein or making certifications for Closing, dated as of Closing; (h) Certificates of existence and good standing of Seller from the State in which it is incorporated, dated the most recent practical date prior to Closing; (i) An investment undertaking of Seller in respect of the Shares, substantially in the form of Exhibit B attached hereto and made a part hereof; and (gj) executeSuch other instruments and documents, acknowledge including, without limitation, third party consents and deliver any transfer ordersestoppel certificates, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated herebyhereby and to place Buyer in legal and operational possession of the Assets.

Actions of Seller at Closing. At the Closing, Seller shall: (a) execute execute, acknowledge and deliver to Buyer an assignment without any warranty whatsoeverthe Conveyance, expressAssignment and Xxxx of Sale, implied, or statutory, but including rights substantially in the form of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions Exhibit D (the “Assignment”) covering the Assetswhich Assignment shall provide for a special warranty of title by through and under Seller but not otherwise, and such other conveyances, assignments, transfers, bills of sale and other instruments, whether state or federal, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary or desirable to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of (the Assets“Additional Assignments”); (b) deliver to Buyer an executed statements statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 within the meaning of the Code; (c) deliver to Buyer a certificate duly executed by an authorized officer releases and/or terminations of any mortgages, deeds of trust, security interests and financing statements applicable to the Assets securing Seller’s credit facilities, dated as of Closing Date, certifying including those listed on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledSchedule 6.01(t); (d) for Xxxxx of which Seller or its Affiliate is the designated operator, execute and deliver to Buyer: (i) a certificate from the secretary or a senior officer of Seller certifying and attaching a copy validly executed blanket transfer forms designating Buyer as operator of the resolutions Xxxxx with the States of Ohio and Michigan and (ii) any other forms or written consent documents required to designate Buyer as operator of the governing body of Seller approving this Agreement and the transactions contemplated herebythose Xxxxx; (e) execute and deliver to Buyer and the Escrow Agent the Escrow Agreement duly executed by Sellerletters in lieu of transfer or division orders; (f) execute and deliver to Buyer the transition services certificate described in Section 8.02(e); (g) execute and deliver to Buyer a Transition Agreement in a form mutually acceptable to Seller and; (h) except as otherwise provided in Section 10.03, deliver possession of the Assets to Buyer; (i) For each Property included in the Assets for which Seller is the operator, Seller shall execute and deliver to Buyer, in the form of Exhibit F, letters addressed to each of the non-operating working interest owners of such Property, pursuant to which (1) Seller resigns as operator, (2) Seller proposes a vote for the election of a new operator pursuant to the terms of the applicable operating agreement contemplated by Section 8.01 duly executed by Sellerand (3) Seller recommends to such non-operating working interest owners that they vote in favor of Buyer as the new operator; and (gj) execute, acknowledge and deliver any transfer orders, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions that are provided for herein under this Agreement or which are reasonably necessary or desirable to effectuate the transactions contemplated herebyby this Agreement.

Actions of Seller at Closing. At the ClosingClosing or as otherwise provided in the Introduction, and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute Deeds containing special warranty of title in substantially the form attached to Exhibit G, fully executed by Seller or the applicable Seller Entity in recordable form, conveying to the applicable Buyer Entity good and deliver marketable fee simple title to the Owned Real Property described in Schedule 1.1(a)(i), and/or Assignments, fully executed by Seller or the applicable Seller Entity in recordable form, assigning to the applicable Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than Entity leasehold title to any Seller or any Affiliate of any SellerLeased Real Property described in Schedule 1.1(a)(ii) which is a leasehold estate, subject in form and substance as is customary for similar transactions (each case only to the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsPermitted Encumbrances; (b) deliver executed statements described A General Assignment, Conveyance and Bill of Sale in Treasury Regulation §1.1445-2(b)(2substantially the form attached to Exhibit H, fully exxxxxed by Seller or the applicable Seller Entity, conveying to the applicable Buyer Entity good and marketable title to all tangible assets (other than the Real Property) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not which are a “foreign person” as defined in Section 1445 part of the CodePurchased Assets and valid title to all intangible assets which are a part of the Purchased Assets, in each case free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities and the Permitted Encumbrances; (c) deliver An Assignment and Assumption Agreement in substantially the form attached to Buyer a certificate duly Exhibit I (the "Assignment and Assumption Agreement"), fully executed by an authorized officer of Seller or the applicable Seller Entity, conveying to the applicable Buyer Entity Seller's or such Seller Entity's interest in the Assumed Contracts, dated as of Closing Date, certifying on behalf of Seller that to the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledextent assignable or transferable; (d) deliver a certificate from All instruments and documents required by the secretary or a senior officer of Seller certifying Title Company (as defined in Section 5.8) to issue the Title Policy (as defined in Section 5.8) as described in and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyprovided by Section 7.3; (e) deliver to Buyer Copies of resolutions duly adopted by the Boards of Directors of Seller and each Seller Entity, authorizing and approving their performance of the transactions contemplated hereby and the Escrow Agent execution and delivery of this Agreement and the Escrow Agreement duly executed documents described herein, certified as true and of full force as of the Closing, by Sellerthe appropriate officers of Seller and each Seller Entity; (f) deliver Certificates of the President or a Vice President of Seller, certifying that each covenant and agreement of Seller to Buyer be performed prior to or as of the transition services agreement Closing pursuant to this Agreement has been performed in all material respects and each representation and warranty of Seller is true and correct in all material respects on the Closing Date, as if and as made on and as of the Closing; (g) Certificates of incumbency for the respective officers of Seller and each Seller Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (h) Certificates of existence and good standing, or comparable status, of Seller and each Seller Entity from the state in which it is incorporated or formed, dated the most recent practical date prior to the Closing; (i) The opinion(s) of counsel to Seller as provided by Section 8.01 duly 7.7; (j) All Certificates of Title and other documents evidencing an ownership interest conveyed as part of the Purchased Assets; (k) The Transitional Services Agreement in substantially the form attached to Exhibit J, fully executed by SellerSeller and each applicable Seller Entity Organization, setting forth the services Buyer or applicable Buyer Organization shall sell to Seller and each applicable Seller Entity Organization on and after the Closing Date (the "Transitional Services Agreement"); (l) A Limited Power of Attorney for use of Pharmacy Licenses, DEA and Other Registration Numbers, and DEA Order Forms in substantially the form attached to Exhibit K, fully executed by Seller and each applicable Seller Entity; (m) The Trademark License Agreement in substantially the form attached to Exhibit L (the "License Agreement"); (n) The Lease/Sublease in substantially the form attached to Exhibit M, pursuant to which landlord shall lease/Buyer shall sublease to Seller the twenty-seventh (27th) floor of the property located at 110 West 7th Street, Tulsa, Oklahoma (the "Lease/Sublease"), fully exexxxxx xx Xxxxxx; (x) Xxe Management Services Agreements in substantially the forms attached to Exhibit E (the "Management Services Agreements"), fully executed by each applicable Seller Entity or each applicable Seller Organization; (p) The Employee Lease Agreements in substantially the form attached to Exhibit F, fully executed by each applicable Seller Entity; (q) Copies of the written notice(s) referred to in Section 10.22(a), if any; and (gr) execute, acknowledge Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing or within such other timeframes as specified below and unless otherwise waived in writing by Xxxxx, Seller shallshall deliver or cause to be delivered to Buyer the following, or take or cause to be taken the following actions: (a) execute a bill of sale and deliver assignment in a form mutually agreeable to Buyer an assignment without any warranty whatsoever, express, implied, or statutory, but including rights of subrogation (other than to any Xxxxx and Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “AssignmentBill of Sale”) covering the Assets, and such other instruments, duly executed by Xxxxxx in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession favor of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsXxxxx; (b) deliver an assignment and assumption agreement in a form mutually agreeable to Buyer and Seller (the “Assignment and Assumption”) duly executed statements described by Seller in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined favor of Buyer to be held in Section 1445 of escrow until the CodeCure Amounts are determined to be $0 in accordance with the Bid Procedures Order; (c) deliver to Buyer a certificate duly executed by an authorized officer copy of Sellerthe Final Sale Order, dated as which shall include language specifically authorizing the sale of Closing Date, certifying on behalf the Purchased Assets free and clear of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledall Encumbrances; (d) deliver current contact information, passwords, logins and other information for and relating to: (i) any Purchased Asset being held, stored, maintained or otherwise by a certificate from the secretary third party; and (ii) whether such party may assert a claim or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebylien against any Purchased Asset; (e) deliver to Buyer a duly completed and the Escrow Agent the Escrow Agreement duly executed by IRS Form W-9 of Seller; (f) deliver such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement; (g) Seller must have provided notice of the filing of the sale motion to all Lien holders of record that the sale to Buyer of the transition services agreement contemplated by Section 8.01 duly executed by SellerPurchased Assets is free and clear of all Liens; and (gh) executeSeller authorizes Buyer to file UCC terminations and other terminations of the Liens on behalf of the Lien holders with respect to the Purchased Assets, acknowledge and deliver any transfer orders, division orders, letters of resignation of Seller as operator, and any other agreements and take any other actions provided for herein or which are reasonably necessary to effectuate the transactions contemplated herebyextent permitted by law.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shall: (a) execute and shall deliver to Buyer an assignment without any warranty whatsoeverthe following: 2.2.1 An Assignment of Membership Interest, express, implied, or statutory, but including rights of subrogation (other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon fully executed by Buyer and Seller, as may be reasonably necessary assigning and transferring to convey ownershipthe LLC title to the Redeemed Units; 2.2.2 An Assignment of Membership Interest, title fully executed by Seller, assigning and possession of the Assets transferring to Buyer as contemplated by this Agreement, and shall otherwise deliver title to Buyer possession of the AssetsLLC Interest; (b) deliver executed statements described 2.2.3 The Waiver and Release in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposessubstantially the form of Exhibit A hereto, and (B) is not a “foreign person” as defined in Section 1445 of the Code; (c) deliver to Buyer a certificate duly executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated hereby; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly fully executed by Seller; (f) deliver 2.2.4 The Amendment to Buyer the transition services agreement contemplated by Section 8.01 duly AAA in substantially the form of Exhibit D hereto, fully executed by Seller; 2.2.5 Copies of resolutions duly adopted by Seller’s Board authorizing and approving Seller’s performance of the transactions set forth herein and the execution and delivery of this Agreement and all other documents and agreements described herein that are to be executed and delivered by Seller, certified as true and of full force as of Closing by an appropriate officer of Seller; 2.2.6 Certificates of the President or a Vice President of Seller certifying that (a) each covenant and agreement of Seller to be performed prior to or as of Closing pursuant to this Agreement has been performed, and (b) as of Closing all of the representations and warranties by or on behalf of Seller contained in this Agreement are true and correct; 2.2.7 Certificates of incumbency for the respective officers of Seller executing this Agreement or executing and delivering documents or making certifications at Closing dated as of Closing; 2.2.8 Certificates of existence and good standing of Seller from the Colorado Secretary of State, each dated the most recent practical date prior to Closing; 2.2.9 The written resignation of all members of the governing board of the LLC who were appointed by Seller; 2.2.10 The Amended and Restated Trademark License Agreement in substantially the form of Exhibit E, fully executed by Seller; 2.2.11 The Board of Trustees Bylaws in substantially the form of Exhibit C, fully executed by the Chair of the Board of Trustees; and (g) execute, acknowledge 2.2.12 Such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are Buyer reasonably deems necessary to effectuate effect the transactions contemplated hereby.

Actions of Seller at Closing. At the ClosingClosing and unless otherwise waived in writing by Buyer, Seller shallshall deliver to Buyer the following: (a) execute a General Bill of Sale and deliver Assignment, fully executed by Seller, conveying to Buyer an assignment without any warranty whatsoeverBuxxx good and marketable title to the Assets and free and clear of all liabilities, expressclaims, impliedliens, or statutory, but including rights of subrogation (security interests and restrictions other than to any Seller or any Affiliate of any Seller) in form and substance as is customary for similar transactions (the “Assignment”) covering the Assets, and such other instruments, in form and substance mutually agreed upon by Buyer and Seller, as may be reasonably necessary to convey ownership, title and possession of the Assets to Buyer as contemplated by this Agreement, and shall otherwise deliver to Buyer possession of the AssetsAssumed Contracts; (b) deliver an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement"), fully executed statements described by Seller, conveying to Buyer Seller's interest in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not (A) an entity disregarded as separate from its owner for U.S. federal income tax purposes, and (B) is not a “foreign person” as defined in Section 1445 of the CodeAssumed Contracts; (c) deliver such assignments relative to Buyer a certificate duly the Seller Intellectual Property, fully executed by an authorized officer of Seller, dated as of Closing Date, certifying on behalf of Seller that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilledBuyer's counsel shall reasonably determine; (d) deliver a certificate from the secretary or a senior officer of Seller certifying and attaching a copy of the resolutions or written consent of the governing body of Seller approving this Agreement and the transactions contemplated herebyRegistration Rights Agreement, fully executed by Seller; (e) deliver to Buyer and the Escrow Agent the Escrow Agreement duly Agreement, fully executed by Seller; (f) deliver to Buyer a Partial Assignment and Assumption Agreement (the transition services agreement contemplated by Section 8.01 duly "Partial Assignment and Assumption Agreement"), fully executed by Seller, conveying to Buyer certain rights and obligations of Seller under that certain Technology Agreement by and between Seller and hi/fn, Inc. dated September 27, 2002; (g) copies of resolutions duly adopted by each of the Board of Directors and the stockholders of Seller authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller; (h) certificates of incumbency for the respective officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date; (i) certificates of existence and good standing of Seller from the state in which it is incorporated, dated the most recent practical date prior to the Closing; (j) all originals of the Assumed Contracts and other documents evidencing an ownership interest conveyed as part of the Assets; and (gk) execute, acknowledge such other instruments and deliver any transfer orders, division orders, letters of resignation of Seller documents as operator, and any other agreements and take any other actions provided for herein or which are reasonably necessary to effectuate satisfy the transactions contemplated herebyconditions precedent to Buyer's obligations hereunder.