Buyer’s Closing Deliverables. Buyer shall have delivered to Sellers each of the items set forth in Section 3.3.
Buyer’s Closing Deliverables. At the Closing, Buyer shall deliver, or cause to be delivered:
(a) to Seller each of the following:
(i) a wire transfer of immediately available funds (to such account as Seller shall have given notice to Buyer not less than two (2) Business Days prior to the Closing Date) in an amount equal to the sum of (i) the Base Purchase Price plus (ii) the Closing Date Aggregate Net Working Capital Adjustment Amount (whether a positive or a negative amount) minus (iii) the amount of the Project Financing Payoff Amount;
(ii) the certificate required to be delivered pursuant to Section 8.3 hereof;
(iii) an executed counterpart of the Interests Assignment and Assumption Agreement;
(iv) an executed counterpart of the O&M Agreement, the Energy Management Agreement and the Transition Services Agreement;
(v) the Form 8023 signed by an authorized representative of Buyer or its applicable Affiliate as required by such Form 8023;
(vi) such resolutions, certificates or other documents as Seller may reasonably request to establish the authorization, execution, delivery, validity, binding effect or enforceability of any Transaction Document to be delivered at Closing by Buyer;
(vii) the Continuing Support Letter of Credit if required under Section 6.5(b); and
(viii) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Buyer at or prior to the Closing in connection with the transactions contemplated by this Agreement and the other Transaction Documents; and
(b) to the Project Financing Administrative Agent and any other Persons required to receive funds pursuant a Project Financing Payoff Letter, wire transfers of immediately available funds (to such accounts as the Persons entitled to receive funds pursuant to the Project Financing Payoff Letters shall have given notice to Buyer not less than two (2) Business Days prior to the Closing Date) in an aggregate amount equal to the Project Financing Payoff Amount.
Buyer’s Closing Deliverables. Seller and their counsel shall have received executed copies of the following documents (the “Buyer’s Closing Documents”):
Buyer’s Closing Deliverables. At Closing, Buyer shall deliver, or cause to be delivered, the Estimated Adjusted Purchase Price to Seller in immediately available funds to the bank account as provided in Section 3.2, and Buyer shall execute and deliver, or cause to be executed and delivered, to Seller the following:
(i) the assignment and ratification agreement described in Section 8.2(i); and
(ii) the officer’s certificate of Buyer referred to in Section 7.1(b).
Buyer’s Closing Deliverables. At the Closing, Buyer shall deliver to Seller, Target and Payee a copy of this Agreement executed by Xxxxx.
Buyer’s Closing Deliverables. Buyer will deliver the following at Closing: (i) the Purchase Price, (ii) the Assignment Agreement, executed by Buyer, (iii) a Real Estate Excise Tax Affidavit, completed and executed by Buyer.
Buyer’s Closing Deliverables. At Closing, Pacifica and Buyer shall deliver or cause to be delivered to Seller, all applicable Buyer Closing Items.
Buyer’s Closing Deliverables. At or prior to Closing, Buyer shall deliver or cause to be delivered to Escrow Agent, the following items for delivery or recordation upon close of escrow:
(a) assumption of the Leases and Service Contracts with respect to each Property to the extent of the obligations arising on and after the Closing Date in form reasonably acceptable to Buyer and Seller;
(b) certificates and resolutions demonstrating the authority of the persons executing the documents at the Closing;
(c) the Prepayment Fees by wire transfer;
(d) balance of the Purchase Price by wire transfer; and
(e) such other documents as may be specifically required by this Agreement or as may reasonably be required by Seller or the Title Insurer to carry out the terms and intent of this Agreement.
Buyer’s Closing Deliverables. Buyer shall have provided the Closing deliverables to Seller as set forth in Section 8.2(b).
Buyer’s Closing Deliverables. On the Closing Date, Buyer shall deliver or cause to be delivered to Seller the following:
(a) the balance of the Purchase Price as set forth in Section 9.1, as adjusted for apportionments pursuant to ARTICLE IX of this Agreement;
(b) a consent of the members of Buyer authorizing the transaction contemplated hereby and the execution and delivery of the documents required to be executed and delivered hereunder;
(c) a bring down certificate, reaffirming the accuracy and truthfulness of each of Buyer’s representations and warranties in Section 11.3 (or, if any has ceased to be true, so indicating), and providing that such representations and warranties shall survive the Closing Date and the delivery of the Deed and other documents at Closing for a period of one (1) year;
(d) Closing Statements;
(e) such documents, affidavits and indemnities required by Section 6.1 to permit the Title Company to deliver the Title Insurance Policy;
(f) copies of all licenses, permits, consents and approvals required in order for Buyer to accept title to the Purchased Assets at Closing and immediately and legally upon Closing for New Operator to commence operations of the Nursing Home and Rehabilitation Facility leased to it as set forth in the Recitals of this Agreement;
(g) all other documents reasonably necessary or otherwise required by the Escrow Agent to consummate the transactions contemplated by this Agreement.
