Certain Closing Deliverables. At or prior to the Closing:
(a) Seller shall deliver or cause to be delivered to Buyer:
(i) a patent assignment, in form reasonably acceptable to Xxxxx and duly executed by Seller or its applicable Affiliates, assigning to Buyer the Patents set forth on Schedule A-1(a);
(ii) a receipt for the Closing Payment, duly executed by Xxxxxx;
(iii) counterparts of the Seller Transaction Agreements (including, but not limited to, those Transaction Agreements set forth in Section 6.05 hereto), duly executed by the Seller or its Affiliates, as applicable;
(iv) a valid IRS Form W-9, duly executed by Xxxxxx;
(v) a certificate of good standing for Seller issued by the Secretary of State of the State of New York, dated within at least ten (10) calendar days prior to the Closing Date; and
(vi) the certificate referenced in Section 10.02(a).
(b) Buyer shall deliver or cause to be delivered to Seller:
(i) the cash portion of the Closing Payment, by wire transfer of immediately available funds, to the Seller Account;
(ii) evidence reasonably acceptable to Buyer that the Share Consideration has been issued to Seller as required hereunder;
(iii) counterparts of the Buyer Transaction Agreements (including, but not limited to those Transaction Agreements set forth in Section 6.05 hereto), duly executed by Xxxxx;
(iv) a certificate executed by the an officer of Buyer certifying, as of the Closing Date, a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and each Transaction Agreement to which it is or is contemplated to be a party, and the consummation of all Transactions contemplated hereby and thereby;
(v) a certificate of good standing for Buyer issued by the Secretary of State of the State of Delaware, dated within at least ten (10) calendar days prior to the Closing Date; and
(vi) the certificate referenced in Section 10.01(a).
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 Buyer shall have delivered to the Company the Buyer Closing Deliveries.
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.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Sellers (i) counterparts of the Buyer Transaction Agreements, duly executed by Buyer (and, as applicable, the Escrow Agent) and (ii) the certificate contemplated by Section 10.01(a).
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:
(i) the name, address, and email address (to the extent available) of each Equityholder, certificate numbers, and the number of shares of Capital Stock (by class of Capital Stock), Company Options, and the number of shares of Capital Stock subject to any Company Warrant held by such Equityholder, including the number of any such shares of Capital Stock that were acquired via exercise of an “incentive stock option” (within the meaning of Section 422 of the Code) and the number of any such shares of Capital Stock that were acquired via an “early exercise” to purchase unvested shares of Capital Stock, as well as each date of exercise as to each of the foregoing;
(ii) a calculation of the portion of the Merger Consideration payable to each Equityholder at the Closing (without regard to Taxes);
(iii) for each holder of a Substitution Option, a calculation of the number of shares of Parent Common Stock such holder will be entitled to receive (subject to the same vesting terms and conditions as the Substitution Option immediately prior to the Closing);
(iv) a calculation of the portion of the Merger Consideration payable to each holder of a Promised Option that is not a Substitution Promised Option;
(v) for each holder of a Substitution Promised Option, a calculation of the number of Parent RSUs that will settle into the number of shares of Parent Common Stock (which shall be subject to the vesting terms and conditions set forth on Schedule 2.3(e) and will be issued in accordance with the Parent Option Plan);
(vi) for each Equityholder and Promised Optionee who may be entitled to a portion of the Unvested Cash following the Closing, a payment schedule for such Unvested Cash (assuming the satisfaction of all conditions for payment);
(vii) each Vested Equityholder’s Pro Rata Share (expressed as a percentage) and each Vested Equityholder’s Pro Rata Share of the Escrow Amount;
(viii) for each Equityholder, whether such Equityholder is a current or former employee of the Company;
(ix) with respect to each share of Capital Stock that was acquired upon the exercise of an “incentive stock option” within the me...
Certain Closing Deliverables. At the Closing:
(a) Seller shall deliver or cause to be delivered to Buyer the following:
i. to the extent the Transferred Equity Interests are certificated, certificates evidencing the Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank or other duly executed instruments of transfer as required by applicable Laws or otherwise to validly transfer title in and to the Transferred Equity Interests;
ii. a receipt for the Closing Payment, duly executed by Seller; iii. a counterpart of an Intellectual Property Cross License Agreement in the form attached hereto as Exhibit B (with such changes as mutually agreed, the “Intellectual Property Cross License Agreement”), duly executed by Seller; iv. a counterpart of the Transition Services Agreement, in the form attached hereto as Exhibit C (with such changes as mutually agreed, the “Transition Services Agreement”), duly executed by Seller;
v. a counterpart of a transitional trademark license agreement in the form attached hereto as Exhibit G (with such changes as mutually agreed, the “Transitional Trademark License Agreement”), duly executed by Seller;
vi. a counterpart of a xxxx of sale, assignment and assumption agreement in a form reasonably acceptable to Buyer and Seller (the “Xxxx of Sale, Assignment and Assumption Agreement”), duly executed by the Seller Parties that are to transfer Transferred Assets to Buyer at the Effective Time;
vii. a counterpart of one or more intellectual property assignment agreements in a form reasonably acceptable to Buyer and Seller (each, an “IP Assignment Agreement”), duly executed by the applicable Seller Parties that is to evidence the transfer of the Registrable IP included in the Company Intellectual Property at the Effective Time;
viii. a certificate of non-foreign status that complies with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2) duly executed by each Seller Party that is an entity formed or organized in the United States and that is to transfer Transferred Assets or Transferred Equity Interests to Buyer at the Effective Time;
ix. counterparts of the Local Transfer Agreements, if any, duly executed by the applicable Seller Parties;
x. counterparts of assignments and assumptions of the Transferred Real Property Leases in a form reasonably acceptable to Buyer and Seller (the “Lease Assignments”), duly executed by the applicable Seller Parties;
xi. if applicable, a counterpart of each of the F...
Certain Closing Deliverables. At the Closing:
(a) Seller shall deliver or cause to be delivered to Buyer the following:
(i) a receipt for the Closing Payment, duly executed by Seller;
(ii) a counterpart of each assignment agreement, which, in the case of any Transferred Financing Contract, shall be substantially in the form of the relevant Standardized Form (collectively, the “ Assignment and Assumption Agreements”), duly executed by the Seller Parties that are to transfer Transferred Assets to Buyer at the Closing;
(iii) the Cut-Off Date Portfolio Tape;
(iv) a certificate of non-foreign status that complies with Section 897 and Section 1445 of the Code, duly executed by each Seller Party that is organized in the U.S.; and
(v) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Section 10.02(a).
(b) Buyer shall deliver or cause to be delivered to Seller the following:
(i) the Closing Payment, as specified in the Closing Notice, by wire transfer of immediately available funds, to an account or accounts as directed by Seller in the Closing Notice;
(ii) a counterpart of each Assignment and Assumption Agreement, duly executed by Buyer; and
(iii) a certificate of a duly authorized officer of Buyer certifying as to the matters set forth in Section 10.01(a).
Certain Closing Deliverables
