Common use of Closing Date Transactions Clause in Contracts

Closing Date Transactions. On the Closing Date, the following transaction shall occur: (a) Borrower, the Lenders, Collateral Agent and Administrative Agent shall enter into each of the Loan Documents to which it is a party; (b) Borrower, Facility Lessee and each of the Project Parties shall enter into each of the Project Documents to which it is a party; (c) The Principals shall have contributed to Borrower cash equity in an amount not less than Borrower’s Initial Equity Requirement and such funds shall have either (i) been disbursed in payment of Project Costs, as evidenced to the satisfaction of Administrative Agent, or (ii) deposited with Collateral Agent for disbursement in payment of Project Costs; (d) Facility Lessee shall make the Facility Lessee Project Cost Advance to Collateral Agent; (e) Lenders shall make the Initial Advance hereunder and under the Other Loan Documents, if applicable, to Collateral Agent; (f) EDC shall have conveyed the Land to Borrower pursuant to the EDC Deed and Collateral Agent shall then disburse to EDC the balance of the monies due to the seller under the Contract of Sale; (g) Borrower shall have leased the Property to Facility Lessee pursuant to the Facility Lease; (h) Collateral Agent shall make, as directed by Borrower, such other payments as are then due from the proceeds of the Initial Advance and Facility Lessee Project Cost Advance in accordance with this Agreement; and (i) Borrower shall pay to Administrative Agent and each Lender all fees and reimbursement of expenses due hereunder.

Closing Date Transactions. (a) Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Company, the Sellers and the Buyer set forth below, on the Closing Date the Buyer shall purchase from each of the Sellers and each of the Sellers shall sell to the Buyer all of such Seller's Interests, free and clear of all Liens. The aggregate purchase price for the Interests (the "Purchase Price") shall be (i) $35,000,000 in cash (the "Closing Date Purchase Price"), and (ii) the Additional Purchase Price Payments, if any, to be paid by the Buyer pursuant to Section 2.2 hereof. The Closing Date Purchase Price shall be paid by the Buyer in accordance with Section 2.1(b) and shall be subject to adjustment as provided in Section 3. (b) On the Closing Date, the following transaction Assignments deposited with the Sellers' Representative by the Sellers pursuant to Section 2.3(a) shall occur: (a) Borrowerbe delivered by the Sellers' Representative to the Buyer, against payment by the Lenders, Collateral Agent and Administrative Agent shall enter into Buyer to each Seller of such Seller's Percentage of the Loan Documents Closing Date Purchase Price. Such payment shall be made by wire transfer of immediately available funds to which it is a party; (b) Borrowersuch account of each Seller as the Sellers' Representative shall, Facility Lessee and each of not less than three Business Days prior to the Project Parties shall enter into each of Closing Date, designate in writing to the Project Documents to which it is a party;Buyer. (c) The Principals On the Closing Date, the Buyer shall have contributed to Borrower cash equity in an amount not less than Borrower’s Initial Equity Requirement execute each of the documents and such funds shall have either (i) been disbursed in payment make each of Project Costs, as evidenced the deliveries to the satisfaction of Administrative Agent, or (ii) deposited with Collateral Agent for disbursement Sellers and the Company set forth in payment of Project Costs;Section 14. (d) Facility Lessee On the Closing Date, the Sellers and the Company shall execute each of the documents and make each of the Facility Lessee Project Cost Advance deliveries to Collateral Agent;the Buyer set forth in Section 15. (e) Lenders On or prior to the Closing Date, the Company shall make pay the Initial Advance hereunder Client Obligation in full and under the Other Loan Documents, if applicable, to Collateral Agent;in cash. (f) EDC shall have conveyed On the Land to Borrower pursuant to Closing Date, the EDC Deed and Collateral Agent shall then disburse to EDC the balance of the monies due to the seller under the Contract of Sale; (g) Borrower shall have leased the Property to Facility Lessee pursuant to the Facility Lease; (h) Collateral Agent shall make, as directed by Borrower, such other payments as are then due from the proceeds of the Initial Advance and Facility Lessee Project Cost Advance in accordance with this Agreement; and (i) Borrower Buyer shall pay to Administrative Agent and each Lender all fees and reimbursement of expenses due hereunderLong-Term Debt in full.

Closing Date Transactions. (a) On the First Business Day of January 2003 (the “Closing Date”), JIB shall make the payments under the Year Nine Offer directly to the Indenture Trustee for the benefit of the Noteholders as described in Exhibit C hereto. The CRC Parties hereby consent to the cash flow set forth on Exhibit C. As contemplated by Section 28(b) of the Master Leases, on the Closing Date, each of the CRC Partnerships and FM 1997 shall transfer all of their respective interests in all of the Units to JIB. The parties intend that, upon the Closing Date, upon and by virtue of the direct payments by JIB to the Indenture Trustee contemplated by Exhibit C and the application thereof in accordance with the Indenture, the Master Leases, the CRC Notes and the Notes, (i) the CRC Notes shall be paid in full (and each CRC Partnership hereby consents and agrees to such payment in full), (ii) the Notes shall be paid in full, (iii) the Indenture, the Master Leases, and all other documents relating to the CRC Transactions shall be terminated and (iv) all liens imposed on the Units pursuant to the CRC Transactions shall be discharged (all such actions set forth in this Section 3(a), collectively, the “Closing”). (b) On the Closing Date, each party hereto (including Mxxxxxx and Pxxxxxxx), together with certain other parties to the following transaction shall occur: (a) BorrowerCRC Transactions, the Lenders, Collateral Agent and Administrative Agent shall enter into a mutual release agreement, in form and substance attached hereto as Exhibit D (the “Release”), releasing each of other party from its obligations and liabilities under and with respect to the Loan Documents to which it is a party; (b) Borrower, Facility Lessee and each of the Project Parties shall enter into each of the Project Documents to which it is a party;CRC Transactions. (c) The Principals shall have contributed to Borrower cash equity in an amount not less than Borrower’s Initial Equity Requirement and such funds shall have either (i) been disbursed in payment of Project CostsOn the Closing Date, as evidenced subject to the satisfaction of Administrative Agentconditions set forth in Section 9, or (ii) deposited with Collateral Agent for disbursement in payment of Project Costs; (d) Facility Lessee JIB shall make the Facility Lessee Project Cost Advance to Collateral Agent; (epayments set forth in Section 4(a)(ii) Lenders shall make the Initial Advance hereunder and under the Other Loan Documents, if applicable, to Collateral Agent; (f) EDC shall have conveyed the Land to Borrower pursuant to the EDC Deed and Collateral Agent shall then disburse to EDC the balance of the monies due to the seller under the Contract of Sale; (g) Borrower shall have leased the Property to Facility Lessee pursuant to the Facility Lease; (h) Collateral Agent shall make, as directed by Borrower, such other payments as are then due from the proceeds of the Initial Advance and Facility Lessee Project Cost Advance in accordance with this Agreement; and (i) Borrower shall pay to Administrative Agent and each Lender all fees and reimbursement of expenses due hereunderapplicable parties set forth therein.

Closing Date Transactions. (i) Administrative Agent shall be satisfied that each Related Document, including (A) the Term Loan Agreement and the Term Loan Documents and all applicable amendments thereto and (B) the Skilled RE Credit Agreement and the Skilled RE Loan Documents, shall have been executed and delivered and shall be a valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. (ii) The Skilled Acquisition shall have been consummated in material compliance with the terms and provisions of the Skilled Purchase Agreement, without giving effect to any amendments thereto or any waivers by LLC Parent (or its Affiliates) thereunder that, in any such case, are materially adverse to the Lenders in their capacities as Lenders and that are not approved by the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned). (iii) On or prior to the Closing Date and concurrently with the incurrence of the Loans, Indebtedness under the Existing Skilled Credit Agreements shall have been repaid in full, together with all fees and other amounts owing thereon and all commitments thereunder shall have been terminated and all liens securing the obligations under the Existing Skilled Credit Agreements shall have been terminated (or arrangements reasonably satisfactory to the Administrative Agent for such termination shall have been made). The Loan Parties shall have no Indebtedness for borrowed money outstanding as of the Closing Date other than under this Agreement, the Term Loan Agreement, the Skilled RE Credit Agreement and the other Indebtedness permitted by Sections 8.1(a), (i), (k), (l), (x) and (z). (iv) Substantially simultaneously with the Closing Date, the following transaction shall occur: (a) BorrowerTerm Loan Second Amendment, and the LendersSkilled RE Credit Agreement, Collateral Agent in form and Administrative Agent shall enter into each of the Loan Documents substance reasonably satisfactory to which it is a party; (b) Borrower, Facility Lessee and each of the Project Parties shall enter into each of the Project Documents to which it is a party; (c) The Principals shall have contributed to Borrower cash equity in an amount not less than Borrower’s Initial Equity Requirement and such funds shall have either (i) been disbursed in payment of Project Costs, as evidenced to the satisfaction of Administrative Agent, or (ii) deposited with Collateral Agent for disbursement in payment of Project Costs; (d) Facility Lessee shall make the Facility Lessee Project Cost Advance to Collateral Agent; (e) Lenders shall make the Initial Advance hereunder and under the Other Loan Documents, if applicable, to Collateral Agent; (f) EDC shall have conveyed the Land to Borrower pursuant been executed and all conditions to the EDC Deed and Collateral Agent shall then disburse to EDC the balance closing of the monies due to Term Loan Second Amendment and the seller under the Contract of Sale; (g) Borrower Skilled RE Credit Agreement shall have leased been satisfied or waived. In addition, Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) shall have, in the Property to Facility Lessee pursuant to the Facility Lease; aggregate, (hA)(1) Collateral Agent shall makeunrestricted cash and Cash Equivalents, as directed by Borrower, such other payments as are then due from the proceeds plus (2) Borrowing Availability — Tranche A-1 in respect of the Initial Advance and Facility Lessee Project Cost Advance Borrowing Base — Tranche A-1, plus (2) Borrowing Availability — Tranche A-2 in accordance with this Agreement; and (i) Borrower shall pay to Administrative Agent and each Lender all fees and reimbursement respect of expenses due hereunderthe Borrowing Base — Xxxxxxx X-0, of at least $95,000,000.

Closing Date Transactions. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, at the Closing, the following transaction shall occur, in the following sequential order: (a) Borrower, Seller shall cause the Lenders, Collateral Agent Restructuring Agreements to be executed by the Company and Administrative Agent each of its Affiliates that is a party thereto and shall enter into effect each of the Loan Documents transfers and assignments required to which it is a partybe effected thereunder (including the transfer of the Allocated Assets, free and clear of all Liens other than Permitted Liens, and the Allocated Contracts, with any such transfers being done in accordance with the Asset Identification Protocol, and the transfer of the Excluded Assets out of the Company); (b) Borrower, Facility Lessee Seller shall cause the Company and each of the Project Parties shall RRII to enter into each the CBVA Recapture Agreement and consummate the transactions contemplated thereby (the “CBVA Recapture”), including the transfer of CBVA Allocated Investment Assets and Payout Annuity Allocated Investment Assets into the Project Documents to which it is a partyCompany, with any such transfers being done in accordance with the Asset Identification Protocol; (c) The Principals shall have contributed to Borrower cash equity in an amount not less than Borrower’s Initial Equity Requirement and such funds shall have either (i) been disbursed in payment of Project CostsReinsurer shall, and Seller shall cause the Company and RLI, as evidenced to applicable, to, (A) enter into the satisfaction of FA Business Reinsurance Agreements and (B)) the RLI Administrative AgentServices Agreement, or (ii) deposited the Company shall transfer to Reinsurer Investment Assets selected in accordance with Collateral Agent for disbursement the Asset Identification Protocol that have an aggregate Estimated Company Transferred Asset Value equal to the Estimated Company Required Initial Premium, (iii) RLI shall transfer to Reinsurer Investment Assets selected in payment accordance with the Asset Identification Protocol that have an aggregate Estimated RLI Transferred Asset Value equal to the Estimated RLI Required Initial Premium, (iv) Reinsurer shall pay the Estimated Company Ceding Commission to the Company and (v) Seller shall cause RLI to pay to Reinsurer the absolute value of Project Coststhe amount of the RLI Ceding Commission, as applicable, and the parties shall otherwise cause the transactions contemplated thereby to be consummated; (d) Facility Lessee Seller shall make cause the Facility Lessee Project Cost Advance FHLB Loans to Collateral Agentbe repaid, and any Liens related thereto to be terminated, discharged and released in full; (e) Lenders Seller shall make cause the Initial Advance hereunder and under Company to pay the Other Loan DocumentsPre-Closing Dividend, if applicableany, to Collateral AgentSeller; (f) EDC Seller shall have conveyed cause the Land actions contemplated by Section 5.6 (Related Party Agreements; Intercompany Obligations) and Section 5.25 (Hedging Arrangements) to Borrower pursuant to the EDC Deed and Collateral Agent shall then disburse to EDC the balance of the monies due to the seller under the Contract of Saleoccur; (g) Borrower Seller, Buyer and Buyer Parent shall have leased enter into the Property to Facility Lessee pursuant to the Facility LeaseSupport Agreement; (h) Collateral Agent Pursuant to the Subscription Agreement (i) Seller shall makepay to Buyer Parent the Subscription Amount and the Increased Subscription Amount, if any, and (ii) Seller shall subscribe for and purchase from Buyer Parent, and Buyer Parent shall issue and sell to Seller, the Buyer Parent Interests; (i) Seller, Buyer Parent and the Investors shall enter into the LLC Agreement; (j) Buyer Parent and its applicable Affiliates shall enter into the Buyer Affiliate Agreements; (k) Seller shall, or shall cause its applicable Affiliate to, sell, transfer and deliver to Buyer, and Buyer Parent shall cause Buyer to purchase and acquire from Seller or its applicable Affiliate, free and clear of all Liens, all of the outstanding equity interests of Services Company; (l) Seller shall cause VRIAC to sell, transfer and deliver to Buyer, and Buyer Parent shall cause Buyer to purchase and acquire from VRIAC, free and clear of all Liens, all of the DSL Interests; (m) Seller shall cause VHI to sell, transfer and deliver to Buyer, and Buyer Parent shall cause Buyer to purchase and acquire from VHI, free and clear of all Liens, all of the Shares; (n) Seller shall cause VIM, on the one hand, and Buyer Parent shall cause the Company, on the other hand, to enter into the Investment Management Agreements; (o) Reinsurer Parent shall cause AAIA to and Seller shall enter into the Earn-Out Agreement; (p) Seller shall cause the Surplus Note Transfer to occur; (q) the Company and the New Captive shall enter into the New Captive Reinsurance Agreement; (r) Buyer Parent shall cause the Company, and Seller shall cause each of RLI, SLD, VITC and VRIAC, as directed by Borrowerapplicable, such other payments as are then due from to enter into the proceeds of Retained Business Administrative Services Agreements, and the Initial Advance and Facility Lessee Project Cost Advance in accordance with this Agreementparties shall otherwise cause the transactions contemplated thereby to be consummated; and (is) Borrower Buyer Parent shall pay cause Buyer, and Seller shall cause RLINY, to enter into the RLINY Retained Business Administrative Agent Services Agreement, and each Lender all fees the parties shall otherwise cause the transactions contemplated thereby to be consummated. Each transaction set forth in this Section 2.1 will be consummated on the same day immediately after the preceding transaction and reimbursement will be conditioned upon the completion of expenses due hereunderthe prior transaction or transactions; provided that no Person shall be obligated to consummate any such transaction unless it shall have received reasonable assurances that the subsequent transactions will be so consummated on such day. The transactions contemplated by paragraphs (a) and (b) of this Section 2.1 are collectively referred to as the “Restructuring” and the Restructuring, together with the transactions contemplated by paragraphs (c), (d), (e), (f) and (g) of this Section 2.1 are collectively referred to as the “Pre-Sale Transactions.” The CBVA Recapture will be effected on a basis in which the assets required to be transferred or released from the credit for reinsurance trust and the funds withheld account to the Company will equal the reserves and other insurance liabilities being assumed or recaptured by the Company; provided that in no event will Seller or any of its Affiliates (including RRII) be required to fund any required transfer under the CBVA Recapture Agreement using any assets other than the Trust Assets or any amounts released from the Trust Assets between June 30, 2017 and the Closing Date.