Certain Closing Deliverables. At the Closing:
Certain Closing Deliverables. (a) At Closing, Seller shall deliver or cause to be delivered the following documents to Buyer:
Certain Closing Deliverables. At the Closing, (a) Seller shall deliver or cause to be delivered to Buyer each item set forth on Schedule 3.03(a) and (b) Buyer and Parent shall deliver or cause to be delivered to Seller each item set forth on Schedule 3.03(b).
Certain Closing Deliverables. The Company shall have delivered to the Buyer the Company Closing Deliveries.(d)
Certain Closing Deliverables. NHP and the Operating Partnership each acknowledge that they have received the Closing Statement required to be delivered pursuant to Section 7.5.2 of the Contribution Agreement in connection with the Contribution Transaction relating to the Pomerado Property. NHP and the Operating Partnership further acknowledge that such Closing Statement contains all information required to be delivered in the Notice required to be delivered by Pomerado LLC pursuant to Section 2.3 of the Contribution Agreement. Further, NHP and the Operating Partnership hereby waive the requirement that Pomerado LLC deliver the Notice and acknowledge that the Closing Statement contains (a) a list of the applicable Transferor Parties for such Transferor and Property, (b) the Allocable Share of each such Transferor Party for such Transferor and Property (which NHP and the Operating Partnership acknowledge constitutes the Estimated Allocable Share and the Closing Date Allocable Share (as such terms are defined in the Third Amendment)), (c) the Cash Portion elected by each such Transferor Party for such Transferor and Property, and (d) the Unit Portion elected by each such Transferor Party for such Transferor and Property.
Certain Closing Deliverables. (a) The Company shall prepare and deliver to Parent a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Parent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing:
Certain Closing Deliverables. At or prior to the Closing:
Certain Closing Deliverables. NHP and the Operating Partnership each acknowledge that they have received each Closing Statement required to be delivered pursuant to Section 7.5.2 of the Contribution Agreement in connection with each of the Mission Contribution and the Orange Contribution. NHP and the Operating Partnership further acknowledge that each such Closing Statement contains all information required to be delivered in the Notice required to be delivered by each of Mission LLC and Orange LLC, respectively, pursuant to Section 2.3 of the Contribution Agreement. Further, NHP and the Operating Partnership hereby waive the requirement that each of Mission LLC and Orange LLC deliver such Notice and acknowledge that each Closing Statement contains (a) a list of the applicable Entity Transferor Parties and Continuing Transferor Parties for such Transferor and Property, (b) the Allocable Share of each such Entity Transferor Party for such Transferor and Property (which NHP and the Operating Partnership acknowledge constitutes the “Estimated Allocable Share” and the “Closing Date Allocable Share” (as such terms are defined in the Third Amendment)) and the percentage of the applicable Contribution Value that will not be paid, but which will be attributed to the interests retained by the applicable Continuing Transferor Parties (which shall also be the percentage ownership that each of the Hospital and Orange Investors LLC own in the Mission Investment Entity and the Orange Investment Entity respectively), (c) the Cash Portion elected by each such Entity Transferor Party for such Transferor and Property, and (d) the Unit Portion elected by each such Entity Transferor Party for such Transferor and Property.
Certain Closing Deliverables. (a) At the Closing, Sellers shall deliver or cause to be delivered to Buyer (i) to the extent Company Equity Interests are certificated, certificates evidencing such Company Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and to such Company Equity Interests; (ii) a receipt for the Closing Payment, duly executed by the Seller Parties; (iii) counterparts of the Seller Transaction Agreements, duly executed by the applicable Seller Parties; (iv) written resignations or evidence of removal (in each case, effective as of immediately prior to the Effective Time) of each corporate director or other office holder of the Companies in his or her capacity as such, except those directors (or other office holders) as Buyer shall have requested in writing at least ten (10) Business Days before the Closing Date; (v) the certificate contemplated by Section 10.02(a); (vi) from each Seller Party, (A) a certificate, reasonably satisfactory to Buyer, in form and substance consistent with Treasury Regulation Section 1.1445-2(b)(2) and (B) a duly completed and properly executed IRS Form W-9; and (vii) written evidence of the termination of each of the Affiliate Contracts set forth in Section 3.02(a)(vii) of the Disclosure Letter.
Certain Closing Deliverables
