Closing Documents and Deliveries. HealthSpring and Buyer shall have delivered to Sellers (or, if applicable, the Escrow Agent) the following: (a) wire transfers of immediately available funds of the Cash Purchase Price in accordance with Section 3.2; (b) HealthSpring shall have delivered the certificates representing the Shares to the Escrow Agent as required by Section 3.2 and the Escrow Agreement; (c) a copy of the resolutions and other requisite actions of HealthSpring and Buyer authorizing the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by HealthSpring and Buyer of the transactions contemplated hereby and thereby, which copies have been certified by HealthSpring’s and Buyer’s secretary; (d) a certificate of a duly authorized officer of HealthSpring and Buyer in accordance with Section 10.3(i); (e) a copy of HealthSpring’s Amended and Restated Certificate of Incorporation certified by the Delaware Secretary of State; (f) a copy of Buyer’s Articles of Formation certified by the Texas Secretary of State; (g) a copy of HealthSpring’s bylaws certified by its Secretary; (h) a copy of Buyer’s Amended and Restated Regulations as certified by its Secretary; (i) a certificate of good standing of HealthSpring issued by the Secretary of State of the State of Delaware; (j) certificates of good standing for Buyer issued by the Secretary of State of the State of Texas and the Office of the Comptroller of the State of Texas; and (k) NewQuest Management shall have delivered to Axxxxx X. Xxxxx the Employment Agreement; (l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement; (m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement; (n) evidence of the appointment of Lxxx to the Board of Directors of HealthSpring effective immediately following the Closing Date; and (o) HealthSpring, Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the Sellers.
Appears in 1 contract
Closing Documents and Deliveries. HealthSpring On the Closing Date, Seller shall execute and Buyer deliver to Purchaser (as required) and Purchaser shall have delivered execute and deliver to Sellers Seller (or, if applicable, the Escrow Agentas required) the following:
8.1 Purchaser shall deliver to Seller the Purchase Price by wire transfer of immediately available funds.
8.2 Seller shall execute and deliver to Purchaser the Deed.
8.3 Seller shall execute and deliver to Purchaser the Assignment and Assumption of Leases. On the Closing Date, Seller shall deliver to Purchaser the originally executed Leases or copies thereof if the originals are not in Seller’s possession and control (unless previously delivered). Purchaser shall execute a counterpart of the Assignment and Assumption of Leases and deliver same to Seller at Closing.
8.4 Seller shall execute and deliver to Purchaser the Assignment and Assumption of Contracts for those Contracts that are assumable and must be assigned. On the Closing Date, Seller shall deliver to Purchaser the originally executed Contracts or copies thereof if the originals are not in Seller’s possession and control. Purchaser shall execute a counterpart of the Assignment and Assumption of Contracts and deliver same to Seller at Closing.
8.5 Seller shall deliver to Purchaser all existing plans and specifications in Seller’s possession relating to the Real Property.
8.6 Seller shall execute and deliver the Xxxx of Sale.
8.7 Seller shall deliver to the Title Company such evidence of Seller’s authority to enter into this transaction which is reasonably required by the Title Company.
8.8 Seller shall execute and deliver such affidavit as is acceptable to Seller in its commercially reasonable discretion as the Title Company may reasonably require to remove its standard printed exceptions relating to, among other things, construction liens and rights of parties in possession, but not with respect to matters of survey. Seller shall also execute the standard title affidavit and indemnity of the Title Company regarding gap coverage.
8.9 Seller shall deliver to Purchaser a notice to the Tenants of the change of ownership of the Property in the form of Exhibit 8.9 attached hereto and made a part hereof.
8.10 Seller shall deliver to the Title Company an affidavit stating that Seller is not a “Foreign Person” within the meaning of the Internal Revenue Code.
8.11 Seller and Purchaser shall execute and deliver to each other the Closing Statement showing the amounts by which the Purchase Price shall be adjusted as of the Closing Date and in the following manner:
(a) wire transfers of immediately available funds Purchaser shall pay the premium and all search and exam fees for the Title Insurance Policy and any endorsements Purchaser shall require. Purchaser shall pay all costs associated with the Survey. Purchaser shall pay all transfer taxes, intangible taxes and all recording fees for the recording of the Cash Purchase Price in accordance security instrument required by its lender. Seller shall pay all transfer taxes, deed or documentary stamp or other transfer taxes, if any, associated with Section 3.2;the delivery of the Deed. Seller shall pay all recording fees for the recording of the Deed. Purchaser and Seller shall each pay one half of any fee charged by any escrow company or title company for conducting the Closing.
(b) HealthSpring Real estate taxes for the Property (“Taxes”) shall have delivered the certificates representing the Shares be prorated on a fiscal year basis based upon actual tax bills or, to the Escrow Agent as required extent not then available, based on 105% of the most recent ascertainable assessed values and tax rates. Seller shall pay Taxes attributable to the Property to, but not including, the Closing Date (except for those Taxes payable by Section 3.2 Tenants directly to the Treasurer of the County in which the Real Property is located and taxed in accordance with the Escrow Agreement;Leases) and Purchaser shall pay all Taxes attributable to the Property on and after the Closing Date.
(c) a copy of Purchaser shall receive credit for all security deposits currently held by Seller on the resolutions and other requisite actions of HealthSpring and Buyer authorizing the execution and delivery of this Agreement and the other documents and instruments Closing Date (including all interest earned thereon if required by applicable laws) which Seller is required to be executed and delivered have in its possession or control pursuant to this Agreement, and the consummation by HealthSpring and Buyer terms of the transactions contemplated hereby and thereby, which copies have been certified by HealthSpring’s and Buyer’s secretary;any Lease.
(d) a certificate of a duly authorized officer of HealthSpring Seller shall pay all water, sewer, and Buyer in accordance with Section 10.3(i);utility charges, common area maintenance charges, and other operating expenditures through the day before the Closing Date. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given.
(e) Base and percentage rentals paid by Tenants and received by Seller prior to the Closing Date shall be prorated between the parties with rentals applicable to the period from and after the Closing Date allocated to Purchaser. After the Closing Date, Purchaser shall use good faith best efforts to collect from Tenants delinquent rents and other charges due Seller, but shall not be under any obligation to collect same, and such rents and other charges shall remain the property of Seller, provided, however, Seller covenants and agrees, which covenant and agreement shall survive Closing, not to xxx or otherwise asset a copy claim under any Lease against any Tenant of HealthSpringthe Property that at the time of assertion of the claim, is a Tenant at the Property or is otherwise obligated to Purchaser under a lease for any portion of the Property. To the extent that, after the Closing Date, Purchaser actually receives payment from such Tenants of the delinquent rents and charges pertaining to the time periods prior to Closing, Purchaser agrees to remit such payments to Seller within ten (10) days after Purchaser’s Amended receipt thereof. All monies received after Closing from a Tenant in arrears at Closing shall be first applied to current rent, then to arrearages and Restated Certificate any other amounts owing to Seller. Until collected or the expiration of Incorporation certified by the Delaware Secretary 12th full calendar month after Closing, Purchaser shall provide to Seller on or before the 10th day of State;each such calendar month a written statement of its collections with respect to rents and other charges which are delinquent as of Closing for the calendar month immediately preceding Closing.
(f) All utilities, real estate taxes, operating expenses and other apportionable income and expenses paid or payable by Seller, including without limitation, Common Area Maintenance charges due under the Leases (collectively “CAM Charges”), shall be apportioned pro rata on a copy per diem basis as of Buyer’s Articles 12:01 A.M. on the date of Formation certified Closing. Seller shall use its best efforts to cause any and all public utilities serving the Property to issue final bills to Seller on the basis of readings made as of Closing and all such bills shall be paid by Seller. At Closing, Purchaser and Seller shall perform a final reconciliation of the Texas Secretary CAM Charges due under the Leases for the calendar year up to the date of State;Closing (the “Short Year”) as follows: (i) Purchaser shall pay to Seller the amount by which the CAM Charges and taxes actually paid by Seller during such Short Year exceed that portion of funds Seller collected from tenants for CAM Charges and taxes (which are not otherwise paid directly by such tenants) during the Short Year, or (ii) Seller shall pay to Purchaser the amount by which that portion of funds Seller collected from tenants for CAM Charges and taxes (which are not otherwise paid directly by such tenants) during the Short Year exceeds the CAM Charges and taxes actually paid by Seller during such Short Year. Seller shall provide all relevant information regarding such final reconciliation of the CAM Charges to Purchaser at least ten (10) business days prior to Closing.
(g) a copy of HealthSpring’s bylaws certified Any amounts payable by its Secretary;
(h) a copy of Buyer’s Amended and Restated Regulations as certified by its Secretary;
(i) a certificate of good standing of HealthSpring issued by the Secretary of State or to Seller under any of the State of Delaware;
(j) certificates of good standing for Buyer issued by Contracts assigned hereunder shall be prorated between the Secretary of State parties as of the State of Texas Closing Date and the Office of the Comptroller of the State of Texas; and
(k) NewQuest Management shall have delivered to Axxxxx X. Xxxxx the Employment Agreement;
(l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement;
(m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement;
(n) evidence of the appointment of Lxxx to the Board of Directors of HealthSpring effective immediately following the Closing Date; and
(o) HealthSpringappropriate credits given, Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer in connection with Purchaser attributed with the consummation period of the transactions contemplated hereby time from and after Closing. Except for any amounts for delinquent rents to which Seller may entitled under this Section 8.11 after Closing, all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby prorations shall be reasonably satisfactory in form final and substance neither the obligation to prorate, nor the Sellers. Any condition specified above may be waived if amount of any such waiver is set forth in a writing duly executed by the Sellersprorations, shall survive Closing.
Appears in 1 contract
Samples: Shopping Center Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Closing Documents and Deliveries. HealthSpring and Buyer shall have delivered to Sellers (or, if applicable, On the Escrow Agent) the followingClosing Date:
(a) wire transfers Section 9.01 Seller shall execute, acknowledge and deliver a bargain and sale deed, with covenant against grantor's acts, in favor of immediately available funds of Purchaser, which deed shall contain the Cash Purchase Price in accordance with Section 3.2;
(b) HealthSpring shall have delivered the certificates representing the Shares to the Escrow Agent as covenant required by Section 3.2 and the Escrow Agreement;
(c) a copy 13 of Article 2 of the resolutions New York Lien Law (the “Deed”). Purchaser shall cause such Deed to be recorded.
Section 9.02 If Seller is a corporation and other requisite actions if required by Section 909 of HealthSpring and Buyer the Business Corporation Law, a resolution of Seller's board of directors authorizing the execution sale and delivery of this Agreement the deed and a certificate executed by the secretary or assistant secretary of Seller certifying as to the adoption of such resolution and setting forth facts showing that the transfer complies with the requirements of such law and the other documents deed referred to in §9.01 shall also contain a recital sufficient to establish compliance with such law.
Section 9.03 Seller shall deliver possession of the Property vacant, broom clean, and instruments to be executed and delivered pursuant to in the condition required by this Agreement, and keys therefor.
Section 9.04 Seller shall deliver checks to the consummation by HealthSpring and Buyer order of the transactions contemplated hereby appropriate officers or the Title Company in payment of all applicable real property transfer taxes and therebycopies of any required tax returns therefor executed by Seller, which copies have been checks shall be certified by HealthSpring’s and Buyer’s secretary;
(d) a certificate of a duly authorized officer of HealthSpring and Buyer in accordance with Section 10.3(i);
(e) a copy of HealthSpring’s Amended and Restated Certificate of Incorporation certified or official bank checks if required by the Delaware Secretary taxing authority or the Title Company unless Seller elects to have Purchaser pay any of State;such taxes and credit Purchaser with the amount thereof, and Form RP-5217.
(fSection 9.05 Seller shall deliver an affidavit of Seller pursuant to Section 1445(b)(2) a copy of Buyer’s Articles of Formation certified by the Texas Secretary of State;
(g) a copy of HealthSpring’s bylaws certified by its Secretary;
(h) a copy of Buyer’s Amended and Restated Regulations as certified by its Secretary;
(i) a certificate of good standing of HealthSpring issued by the Secretary of State of the State Internal Revenue Code of Delaware;1986, as amended, stating that Seller is not a foreign person within the meaning of such Section.
Section 9.06 Seller shall assign any and all assignable warranties affecting the Property. Seller also agrees to deliver any plans, licenses and permits relating to the Property which Seller has in its possession to the extent not located at the Property.
Section 9.07 Purchaser shall complete and sign all required real property transfer tax returns and all tax reports (j) certificates of good standing for Buyer issued by such as RP-5217), and cause the Secretary of State of the State of Texas Title Company to deliver all such returns and reports and the Office checks in payment of the Comptroller of the State of Texas; and
(k) NewQuest Management shall have delivered to Axxxxx X. Xxxxx the Employment Agreement;
(l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement;
(m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement;
(n) evidence of the appointment of Lxxx such taxes to the Board of Directors of HealthSpring effective immediately following appropriate officers promptly after the Closing Date; andClosing.
(oSection 9.08 Purchaser shall deliver the Balance, pursuant to Section 2.01(b) HealthSpring, Buyer hereof.
Section 9.09 Seller and the Escrow Agent Purchaser shall have executed and delivered the Escrow Agreement. All proceedings each make such other payments which are required by this Agreement to be taken made by HealthSpring it at the Closing.
Section 9.10 Seller and Buyer in connection with the consummation of the transactions contemplated hereby Purchaser shall each execute, acknowledge and/or deliver any and all other documents or other items which are required by this Agreement to be executed, acknowledged and/or delivered by HealthSpring and Buyer to effect Seller and/or Purchaser, as the transactions contemplated hereby shall be reasonably satisfactory in form and substance to case may be, at the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the SellersClosing.
Appears in 1 contract
Closing Documents and Deliveries. HealthSpring On the Closing Date, Seller shall execute and Buyer deliver to Purchaser (as required) and Purchaser shall have delivered execute and deliver to Sellers Seller (or, if applicable, the Escrow Agentas required) the following:
8.1 Seller shall execute and deliver to Purchaser a limited warranty deed (or its equivalent form customarily used in the State in which the Property is located) conveying the Property to Purchaser subject to the Permitted Exceptions (the “Deed”).
8.2 An assignment and assumption of the Leases and other occupancy agreements and all rents to become due thereunder from and after the Closing Date (the “Assignment and Assumption of Leases”) in the form of Exhibit E, which is attached hereto and made a part hereof.
8.3 Purchaser shall cause Escrow Agent to deliver to Seller the Purchase Price by wire transfer of readily available funds, subject to the adjustments and prorations set forth herein.
8.4 Seller shall execute and deliver to Purchaser for the Property a bxxx of sale (the “Bxxx of Sale”) in the form of Exhibit F, which is attached hereto and made a part hereof.
8.5 An assignment of the Intangibles, Permits and Warranties (the “Assignment of Intangibles, Permits and Warranties”) in the form of Exhibit E-1, which is attached hereto and made a part hereof.
8.6 Seller shall deliver such evidence of Seller’s authority to enter into this transaction which is reasonably required by the Title Company. Seller shall execute and deliver such affidavit as the Title Company may reasonably require to remove its standard printed exceptions relating, among other things, to mechanics liens and right of parties in possession, but not with respect to matters of survey.
8.7 Seller shall deliver to Purchaser a notice to the tenants of the change of ownership of the Property in the form of Exhibit G, which is attached hereto and made a part hereof.
8.8 Seller shall deliver to the Title Company an affidavit stating that Seller is not a “Foreign Person” within the meaning of Section 1445(f)(3) of the Code.
8.9 A closing statement (the “Closing Statement”) (an initial draft of which shall be prepared and circulated by Seller at least two (2) business days prior to Closing) showing the items and amounts prorated and the amounts by which the Purchase Price shall be adjusted in the following manner as of the Closing Date:
(a) wire transfers of immediately available funds Purchaser shall pay the premium costs and expenses of the Cash Purchase Price in accordance with Section 3.2;Title Insurance Policy, including, but not limited to, any endorsements to the Title Insurance Policy and for the Survey.
(b) HealthSpring Seller shall have delivered pay all ad valorem real property taxes and assessments due and payable against the certificates representing Real Property as of Closing. Inasmuch as the Shares State of Illinois bills property taxes and assessments one year in arrears, for purposes of proration of ad valorem real property taxes: (i) Purchaser shall receive a credit against the Purchase Price in the amount of 105% of the real property tax and assessment bxxx received for the Real Property in 2017 (i.e., for 2016 taxes); and (ii) Seller shall receive a credit equal to 105% of the Escrow Agent as required sum of the portion of the real property tax and assessment bxxx received in 2017 payable by Section 3.2 the tenants of the Real Property who were not obligated by their Leases to reimburse to Seller their share of real property taxes and assessments monthly in 2017 (i.e., they pay their share of such taxes and assessments once the Escrow Agreement;applicable tax bxxx is due or following its payment by the landlord under their Leases). All other real estate taxes, all special and other assessments (not payable in installments) which encumber the Property on the Closing Date for years prior to Closing, shall be the sole responsibility of Seller.
(c) a copy Seller shall pay all costs of the resolutions Title Commitment. Seller shall pay all real estate transfer taxes and other requisite actions of HealthSpring and Buyer authorizing documentary stamps imposed in connection with the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by HealthSpring and Buyer conveyance of the transactions contemplated hereby Property at Closing to Purchaser. Purchaser shall pay all costs, expenses, charges and thereby, which copies have been certified taxes of any kind whatsoever relating to any financing obtained by HealthSpring’s and Buyer’s secretary;Purchaser in connection with its purchase of the Property.
(d) a certificate Purchaser shall receive credit for all security deposits (including all interest earned thereon if required by applicable laws) which Seller is required to have in its possession or control pursuant to the terms of a duly authorized officer of HealthSpring and Buyer in accordance with Section 10.3(i);any Lease.
(e) a copy of HealthSpring’s Amended Seller shall pay all water, sewer, and Restated Certificate of Incorporation certified by utility charges, common area maintenance charges, and other operating expenditures through the Delaware Secretary of State;day before the Closing Date. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given, and post-closing adjustments shall be made when the actual bxxxxxxx are received.
(f) a copy of Buyer’s Articles of Formation certified Rent and other amounts paid and or payable by the Texas Secretary of State;
(g) a copy of HealthSpring’s bylaws certified by its Secretary;
(h) a copy of Buyer’s Amended and Restated Regulations as certified by its Secretary;
(i) a certificate of good standing of HealthSpring issued by the Secretary of State of the State of Delaware;
(j) certificates of good standing for Buyer issued by the Secretary of State of the State of Texas and the Office of the Comptroller of the State of Texas; and
(k) NewQuest Management shall have delivered to Axxxxx X. Xxxxx the Employment Agreement;
(l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement;
(m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement;
(n) evidence of the appointment of Lxxx to the Board of Directors of HealthSpring effective immediately following tenants will be prorated at the Closing Date; and
(o) HealthSpring, Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer in connection accordance with the consummation of the transactions contemplated hereby and all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the Sellers.following provisions:
Appears in 1 contract
Samples: Shopping Center Purchase and Sale Agreement (Phillips Edison Grocery Center REIT III, Inc.)
Closing Documents and Deliveries. HealthSpring and Buyer shall have delivered to Sellers (or, if applicable, the Escrow Agent) the following:
(a) wire transfers of immediately available funds of On the Cash Purchase Price in accordance with Section 3.2;
(b) HealthSpring Closing Date, the following documents shall have delivered the certificates representing the Shares to the Escrow Agent as required by Section 3.2 and the Escrow Agreement;
(c) a copy of the resolutions and other requisite actions of HealthSpring and Buyer authorizing the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by the parties as stated below:
(i) Seller shall deliver to Purchaser the original Note together with an assignment of the Note to Purchaser by allonge in the form of Exhibit C;
(ii) An assignment and assumption agreement (the "Assignment") in recordable form, in the form of Exhibit D, containing an assignment by Seller to Purchaser of Seller's right, title and interest under the Loan Documents (other than the Note and the Servicing Agreement) and an assumption by Purchaser of the obligations of Seller's arising and accruing under those agreements and under the Note on and after the Closing Date;
(iii) An assignment and assumption agreement in the form of Exhibit E containing an assignment of Agent's rights, if any, thereafter arising or accruing pursuant to the Servicing Agreement, and an assumption by Purchaser of the obligations of Agent arising and accruing under the Servicing Agreement on and after the Closing Date;
(iv) UCC-3 Financing Statements signed by Seller or by Agent as agent for Seller giving notice of the assignment by Seller to Purchaser with respect to each of the three (3) presently existing UCC Financing Statements on file with respect to the Loan;
(v) A certificate (the "Lender Certificate"), dated as of the Closing Date, from each Lender in the form of Exhibit F, and a certificate from Agent (the "Agent Certificate") from Agent in the form of Exhibit G;
(vi) A letter from Agent to Borrower notifying Borrower of the sale and assignment of the Loan pursuant to this Agreement, the name and address of Purchaser and the consummation by HealthSpring and Buyer assignment of Agent's rights under the transactions contemplated hereby and thereby, which copies have been certified by HealthSpring’s and Buyer’s secretary;Servicing Agreement to Purchaser; and
(dvii) Such letters, affidavits and indemnities as Purchaser's title companies may reasonably require as a certificate condition precedent to insuring Purchaser's interest with respect to the Loan and which are customary in a transaction of a duly authorized officer of HealthSpring and Buyer in accordance with Section 10.3(i);this nature.
(eb) a copy of HealthSpring’s Amended and Restated Certificate of Incorporation certified At Closing, the following documents shall be delivered by Seller to Purchaser to the Delaware Secretary of State;
(f) a copy of Buyer’s Articles of Formation certified by the Texas Secretary of State;
(g) a copy of HealthSpring’s bylaws certified by its Secretary;
(h) a copy of Buyer’s Amended and Restated Regulations as certified by its Secretary;extent not previously delivered:
(i) If in the possession of Seller, an ink signed original of each Loan Document, and a certificate photocopy of good standing of HealthSpring issued by the Secretary of State of the State of Delawareany Loan Document for which an original is not in Seller's possession;
(jii) certificates If in the possession of good standing for Buyer Seller, an original (copy if original is not available) of the title insurance policy insuring the Loan issued by Chicago Title Insurance Company and all endorsements thereto, and all reinsurance agreements pertaining thereto, together with a non-recourse assignment of said policy;
(iii) If in the Secretary possession of State Seller, the survey, if any, referred to in the above referenced title insurance commitment made in connection with origination of the State of Texas and the Office of the Comptroller of the State of TexasLoan (original if available); and
(kiv) NewQuest Management shall have delivered to Axxxxx X. Xxxxx If in the Employment Agreement;
(l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement;
(m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement;
(n) evidence possession of Seller, copies of the appointment UCC-1 financing statements filed in favor of Lxxx to the Board of Directors of HealthSpring effective immediately following the Closing Date; and
(o) HealthSpring, Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer Seller as secured party in connection with the consummation of the transactions contemplated hereby Loan and all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory any related continuation statements or subsequent UCC-1 financing statements filed in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the Sellersconnection therewith.
Appears in 1 contract
Samples: Purchase Agreement (Health & Retirement Properties Trust)
Closing Documents and Deliveries. HealthSpring At least one (1) business day prior to Closing, Seller shall execute and Buyer send by overnight courier to Escrow Agent the documents identified in items (i) through (v) of this paragraph, and shall have delivered send by facsimile transmission to Sellers Escrow Agent and Purchaser, an unexecuted copy of the document identified in item (orvi) of this paragraph; and provided that Escrow Agent has received all of the deposits from Purchaser and Seller required pursuant to this Section 4(B), if applicableat Closing, Escrow Agent shall cause to be completed all of the following: (i) cause to be recorded in the official records of Xxxxxx County, Texas applicable to real property and to ownership thereof (the "Official Records") a "Special Warranty" Deed conveying title to the Real Property, subject solely to the Permitted Exceptions, and in the form attached hereto as Exhibit I; (ii) deliver to Purchaser a "special" warranty xxxx of sale sufficient to transfer to Purchaser title to the Tangible Personal Property and expressly disclaiming any warranties of title other than as to matters created by or through Seller and not otherwise; (iii) deliver to Purchaser, copies of letters advising tenants under the Leases of the change in ownership of the Property in the form attached hereto as Exhibit C (the original letters shall be sent to each tenant by Seller upon Closing); and deliver to Purchaser, copies of similar letters advising providers of services under the Service Contracts in the form attached hereto as Exhibit D (the original letters shall be sent to each vendor by Seller upon Closing); (iv) cause to be recorded in the Official Records, the Escrow AgentAssignment and Assumption of Leases, Service Contracts and Security Deposits, in the form attached hereto as Exhibit E; (v) an affidavit stating, under penalty of perjury, Seller's U.S. taxpayer identification number and that Seller is not a foreign person within the following:
(a) wire transfers meaning of immediately available funds Section 1445 of the Cash Internal Revenue Code; and (vi) draft copy of the closing statement setting forth the prorations and adjustments to the Purchase Price in accordance with Section 3.2;
(b) HealthSpring shall have delivered the certificates representing the Shares to the Escrow Agent as required by Section 3.2 and 4(C) below (the Escrow Agreement;
"Closing Statement") (c) a copy signed counterpart of the resolutions final Closing Statement shall be sent by facsimile transmission to Escrow Agent from Seller on the Closing Date with original counterparts to follow by overnight courier for disbursement to Purchaser). At least one (1) business day prior to Closing, Purchaser shall execute and other requisite actions of HealthSpring and Buyer authorizing send by overnight courier to Escrow Agent the execution and delivery of this Agreement and the other following documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by HealthSpring and Buyer of the transactions contemplated hereby and thereby, which copies have been certified by HealthSpring’s and Buyer’s secretary;
(d) a certificate of a duly authorized officer of HealthSpring and Buyer in accordance with Section 10.3(i);
(e) a copy of HealthSpring’s Amended and Restated Certificate of Incorporation certified by the Delaware Secretary of State;
(f) a copy of Buyer’s Articles of Formation certified by the Texas Secretary of State;
(g) a copy of HealthSpring’s bylaws certified by its Secretary;
(h) a copy of Buyer’s Amended and Restated Regulations as certified by its Secretary;
deliveries: (i) a certificate of good standing of HealthSpring issued by the Secretary of State counterparts of the State Assignment and Assumption of Delaware;
Leases, Service Contracts and Security Deposits, in the form attached hereto as Exhibit E (jto be recorded at Closing as aforesaid); and (ii) certificates of good standing for Buyer issued by the Secretary of State counterparts of the State of Texas and the Office of the Comptroller of the State of Texas; and
(k) NewQuest Management shall have delivered to Axxxxx X. Xxxxx the Employment Agreement;
(l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement;
(m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement;
(n) evidence of the appointment of Lxxx Closing Statement for attachment to the Board of Directors of HealthSpring effective immediately following the final Closing Date; and
(o) HealthSpring, Buyer and the Statement by Escrow Agent upon Closing. At least one (1) business day prior to Closing, Purchaser shall have executed and delivered wire transfer the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer funds described in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the SellersSection 2(B) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (First Capital Institutional Real Estate LTD 3)
Closing Documents and Deliveries. HealthSpring and Buyer The Closing shall have delivered to Sellers occur in escrow through the Title Company, as escrow agent. On the Closing Date (or, if applicablewithin one business day thereafter, the Escrow Agentas indicated below), Seller shall execute and deliver into escrow (as required) and Purchaser shall execute and deliver into escrow (as required) the following:
8.1 Purchaser shall deliver to the Title Company the Purchase Price by wire transfer of readily available funds, the same to be released to Seller simultaneously with the release of the conveyance documents described below to Purchaser.
8.2 Seller shall execute and deliver to the Title Company the Deed.
8.3 Seller shall execute and deliver to the Title Company the Assignment and Assumption of Leases. On the Closing Date, Seller shall deliver to Purchaser the originally executed Leases or a copy thereof if the originals are not in Seller’s possession and control (unless previously delivered). Purchaser shall execute a counterpart of the Assignment and Assumption of Leases and deliver same to the Title Company at Closing. Seller shall also execute and deliver to the Title Company for delivery to Purchaser upon Closing any notice required to be delivered to any guarantor of any of the Leases.
8.4 Seller shall deliver the original estoppel certificates and subordination, non-disturbance and attornment agreements called for under Section 7.4(b) above or the Seller estoppel certificates as may be required under such Section 7.4(b) above.
8.5 Seller shall deliver to Purchaser all existing plans and specifications in Seller’s possession and control relating to the Real Property.
8.6 Seller shall execute and deliver the Xxxx of Sale (to the extent there is any personal property being conveyed) and Seller shall execute and deliver an assignment of any guaranties and warranties with respect to the improvements on the Real Estate to the extent of Seller’s interest therein.
8.7 Seller shall deliver to the Title Company such evidence of Seller’s authority to enter into this transaction which is reasonably required by the Title Company.
8.8 Seller shall execute and deliver such affidavit as the Title Company may reasonably require to remove its standard printed exceptions relating to, among other things, construction liens and rights of parties in possession, but not with respect to matters of survey.
8.9 Seller shall deliver to Purchaser a notice to the Tenants of the change of ownership of the Property in the form of Exhibit 8.9 attached hereto and made a part hereof.
8.10 Seller shall deliver to the Title Company an affidavit stating that Seller is not a “Foreign Person” within the meaning of the Internal Revenue Code.
8.11 Seller and Purchaser shall execute and deliver into escrow counterparts of the Closing Statement showing the amounts by which the Purchase Price shall be adjusted as of the Closing Date and in the following manner:
(a) wire transfers of immediately available funds Purchaser shall the search and exam fees for issuance of the Cash Purchase Price in accordance Title Commitment. Purchaser shall pay the premium for the Title Insurance Policy and any endorsements to the Title Insurance Policy required by Purchaser (other than curative endorsements obtained by Seller to cure a title objection raised by Purchaser, which shall be paid by Seller) and the cost of the Survey. The parties shall split equally the State of Maryland recordation tax, the State of Maryland transfer tax and the Xxxx Arundel County transfer tax. Purchaser shall pay for all lease build out expenses, attorneys fees and brokerage commissions with Section 3.2;respect to any leases of the Real Property executed and delivered by Seller from and after the Effective Date.
(b) HealthSpring The parties shall have delivered prorate Taxes in accordance with local custom for commercial real estate transactions involving property in the certificates representing county in which the Shares Property is located. Under such local custom: (i) such taxes are prorated on a fiscal year of July 1 of one year through June 30 of the following year; (ii) the tax xxxx is issued on July 1 and is payable in full on or before September 30 of each year; (iii) all tax bills with respect to the Escrow Agent Real Property due and payable as required of Closing shall be paid by Section 3.2 Seller; and (iv) the Escrow Agreement;tax xxxx for the fiscal year in which Closing shall occur shall be paid by Seller (even if not then due and payable—i.e., Closing is to occur before September 30 of the applicable year) and Purchaser shall reimburse Seller shall for an amount which is the product of (A) the number of days from and after Closing until and including the following June 30, and (B) the quotient of the tax xxxx issued for the July 1 immediately preceding Closing (or the tax bills, if more than one parcel) and 365.
(c) a copy Purchaser shall receive credit for all security deposits currently held by Seller on the Closing Date (including all interest earned thereon if required by applicable laws) which Seller is required to have in its possession or control pursuant to the terms of any of the resolutions and other requisite actions of HealthSpring and Buyer authorizing the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by HealthSpring and Buyer of the transactions contemplated hereby and thereby, which copies have been certified by HealthSpring’s and Buyer’s secretary;Leases.
(d) a certificate of a duly authorized officer of HealthSpring Seller shall pay all water, sewer, and Buyer in accordance with Section 10.3(i);utility charges, common area maintenance charges, and other operating expenditures through the day before the Closing Date. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given, and post-closing adjustments shall be made when the actual xxxxxxxx are received.
(e) Rentals paid by Tenants and received by Seller prior to the Closing Date shall be prorated between the parties with rentals applicable to the period from and after the Closing Date allocated to Purchaser. After the Closing Date, Purchaser shall use good faith best efforts to collect from Tenants any delinquent rents and other charges due Seller and such rents and other charges shall remain the property of Seller and Seller shall retain the right to pursue collection thereof including the right to commence suit thereon (but not the right to commence suit for eviction or termination of the Leases). To the extent that, after the Closing Date, Purchaser actually receives payment from Tenants of the delinquent rents and charges pertaining to the time periods prior to Closing, Purchaser shall remit such payments to Seller within ten (10) days after Purchaser’s receipt thereof, provided, however, all Tenants’ payments shall first be applied to amounts due at the time of collection (e.g., then due rental). Until collected or the expiration of the 12th full calendar month after Closing, Purchaser shall provide to Seller on or before the 10th day of each such calendar month a copy written statement of HealthSpringits collections with respect to rents and other charges which are delinquent as of Closing. If any delinquent rents for the month of Closing are actually received by Seller, Purchaser’s Amended and Restated Certificate of Incorporation certified by the Delaware Secretary of State;prorata share thereof shall be remitted to Purchaser within ten (10) days after Seller’s receipt thereof.
(f) To the extent the Leases provide that Tenants are required to reimburse the lessor for a copy portion of Buyer’s Articles operating and maintenance expenses of Formation certified the Real Property for such periods as are set forth in the Leases, Seller and Purchaser agree that these expenses shall be prorated as of the Closing Date and, to the extent that any of the expense items can be determined as of the Closing Date, those expense items shall be prorated and resolved between the parties to the extent paid by the Texas Secretary Tenants prior to Closing by Purchaser paying to Seller the amount of State;such reimbursements due Seller at Closing or Purchaser receiving a credit for any expense items prepaid to and retained by Seller for any period from and after the Closing Date. To the extent such not paid by the Tenants as of Closing, the same shall be paid to Seller within 10 days after collection thereof by Purchaser after Closing, with Purchaser using good faith efforts to collect the same after Closing. With respect to those expense items for which sufficient information will not be available on the Closing Date to calculate a monetary proration as of Closing, Purchaser agrees to invoice the Tenants for and collect those reimbursement expenses and remit to Seller, within 10 days after Purchaser’s receipt thereof, Seller’s pro rata share of such expenses together with a written accounting of Purchaser’s invoices and receipts and its proration calculations. Purchaser shall use good faith best efforts to collect from the Tenants the expense reimbursements due to Seller and shall remit same to Seller within ten (10) days after Purchaser’s receipt thereof.
(g) a copy Reimbursements received from Tenants by Seller or Purchaser of HealthSpring’s bylaws certified by its Secretary;amounts paid for Taxes shall be prorated between the parties in the manner hereinabove provided for the proration of Taxes.
(h) a copy of Buyer’s Amended Any closing costs not described in clauses (a) - (g) above shall be paid by Purchaser. Each party shall pay its respective attorneys’, consultants’ and Restated Regulations as certified by its Secretary;advisory services fees.
(i) a certificate of good standing of HealthSpring issued by the Secretary of State of the State of Delaware;
(j) certificates of good standing for Buyer issued by the Secretary of State of the State of Texas and the Office of the Comptroller of the State of Texas; and
(k) NewQuest Management Seller shall have delivered to Axxxxx X. Xxxxx the Employment Agreement;
(l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement;
(m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement;
(n) evidence of the appointment of Lxxx to the Board of Directors of HealthSpring effective immediately following the Closing Date; and
(o) HealthSpring, Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer in connection pay all costs associated with the consummation early payoff of its mortgage loan encumbering the transactions contemplated hereby and all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the SellersProperty, including, but not limited to, any applicable prepayment premium.
Appears in 1 contract
Samples: Shopping Center Purchase and Sale Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)
Closing Documents and Deliveries. HealthSpring and Buyer Sellers shall have delivered (or provided) to Sellers Buyer (or, if applicable, the Escrow Agent) the following:
(a) wire transfers certificates representing the Company Stock, properly endorsed in blank for transfer, together with any stock transfer powers or other instruments, appropriately executed, as may be necessary to transfer the Company Stock to Buyer or an Affiliate of immediately available funds of the Cash Purchase Price in accordance with Section 3.2Buyer as designated by Buyer;
(b) HealthSpring shall have delivered a copy of the certificates representing Company’s articles of incorporation certified by the Shares to the Escrow Agent as required by Section 3.2 and the Escrow AgreementSecretary of State of Florida;
(c) a copy of the Company’s corporate bylaws certified by its secretary;
(d) a certificate of good standing of the Company from the State of Florida dated as of a recent date;
(e) a certified copy of the resolutions and other requisite corporate actions of HealthSpring and Buyer the Company, authorizing the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by the Company pursuant to this Agreement, and the consummation by HealthSpring and Buyer of the transactions contemplated hereby and thereby, which copies have been certified by HealthSpring’s and Buyer’s secretary;
(d) a certificate of a duly authorized officer of HealthSpring and Buyer in accordance with Section 10.3(i);
(e) a copy of HealthSpring’s Amended and Restated Certificate of Incorporation certified by the Delaware Secretary of State;
(f) a copy certificate, in form and substance reasonably satisfactory to Buyer, of Buyer’s Articles each of Formation certified by Sellers and a duly authorized officer of the Texas Secretary of StateCompany in accordance with Section 10.2(i);
(g) a copy separate letters of HealthSpring’s bylaws certified resignation signed by its Secretaryeach director and officer of the Company as designated by the Buyer, to be effective as of the Effective Date;
(h) a copy evidence (in form and substance reasonably satisfactory to Buyer) that all amounts required to be paid by the Company to the Company’s and Sellers’ legal counsel, investment bankers, brokers and other agents and representatives, in each case, with respect to the transactions contemplated by this Agreement, have been paid in full and that the Company does not have any liability to any of the foregoing Persons with respect thereto or, to the extent any such amounts are being paid by Sellers at Closing, delivered to Buyer payoff letters with respect to all such unpaid amounts (on terms and conditions reasonably satisfactory to Buyer’s Amended and Restated Regulations as certified by its Secretary);
(i) a certificate evidence (in form and substance reasonably satisfactory to Buyer) that the Company’s outstanding Indebtedness, if any, has been paid in full and Sellers shall have obtained releases of good standing of HealthSpring issued by all Liens relating to the Secretary of State assets and properties of the State Company, if any, other than Permitted Liens or, to the extent such Indebtedness is being repaid by Sellers at Closing, delivered to Buyer payoff letters with respect to all such Indebtedness outstanding as of Delawarethe Closing (in each case on terms and conditions reasonably satisfactory to Buyer);
(j) certificates of good standing for each Seller shall have delivered to Buyer issued by the Secretary of State a non-foreign affidavit dated as of the State of Texas Effective Date and in form and substance required under the Office U.S. Treasury regulations issued pursuant to Section 1445 of the Comptroller Code so that Buyer is exempt from withholding any portion of the State of Texas; andPurchase Price hereunder;
(k) NewQuest Management shall have delivered evidence (in form and substance reasonably satisfactory to Axxxxx X. Xxxxx Buyer) that the Employment AgreementCompany has obtained and fully paid for the errors and omissions insurance described in Section 8.5;
(l) HealthSpring each Seller shall have executed and delivered to Sellers the Registration Rights Escrow Agent stock powers with respect to the Shares as required by the Escrow Agreement;
(m) the Company shall have executed delivered to Buyer the consent of the Company’s independent public accountants, in form and delivered substance reasonably acceptable to Buyer, to the License inclusion of the GAAP Audited Financial Statements, and such accountant’s written report thereon, in the Current Report on Form 8-K to be filed by HealthSpring with respect to the transactions contemplated by this Agreement and to the Medical Services Agreementincorporation by reference of the GAAP Audited Financial Statements into all effective registration statements of HealthSpring;
(n) evidence all corporate books and records and other property of the appointment of Lxxx to the Board of Directors of HealthSpring effective immediately following the Closing DateCompany in their possession, if any; and
(o) HealthSpring, Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the Sellers.
Appears in 1 contract
Closing Documents and Deliveries. HealthSpring On the Closing Date, Seller shall execute and Buyer deliver to Purchaser (as required) and Purchaser shall have delivered execute and deliver to Sellers Seller (or, if applicable, the Escrow Agentas required) the following:
8.1 Seller shall execute and deliver to Purchaser a special warranty deed (or equivalent) conveying the Property to Purchaser subject to the Permitted Exceptions and the Leases (the "Deed"). Seller shall also execute and deliver to Purchaser a Quit-Claim Deed which shall convey the Real Estate by reference to the Survey obtained by Purchaser, provided that the same is certified to Seller.
8.2 Seller shall execute and deliver to Purchaser an assignment and assumption of the Leases and other occupancy agreements and all rents to become due thereunder from and after the Closing Date (the "Assignment and Assumption of Leases") in the form of Exhibit E, which is attached hereto and made a part hereof. On the Closing Date, Seller shall deliver to Purchaser the originally executed Leases or copies thereof if the originals are not in Seller's possession and control. Purchaser shall execute for the Property a counterpart of the Assignment and Assumption of Leases and deliver same to Seller at Closing.
8.3 Seller shall deliver to Purchaser all existing plans and specifications in Seller's possession and control relating to the Real Estate and the improvements located thereon, along with all tenant files, maintenance files and logs, keys, and such other documents as Purchaser may reasonably request provided such items are not proprietary.
8.4 Seller shall deliver to Purchaser licenses and certificates of occupancy or such other comparable certificates or documents in Seller's possession and control, if any, issued by the appropriate governmental authority with respect to the Property.
8.5 Purchaser shall deliver to Seller the Purchase Price by wire transfer of readily available funds, subject to the adjustments and prorations herein.
8.6 Seller shall execute and deliver to the Purchaser a xxxx of sale (the "Xxxx of Sale") in the form of Exhibit F, which is attached hereto and made a part hereof. The Xxxx of Sale shall cover all fixtures, equipment and other personal property, if any, owned by Seller and used or useable in connection with the operation of the Property, without warranty of title, condition or otherwise by Seller.
8.7 Seller shall execute and deliver to Purchaser a certification by Seller that the representations and warranties contained in Section 6 are true, correct and complete in all material respects as of Closing;
8.8 Seller shall execute and deliver to Purchaser an assignment of the Intangibles, Permits and Warranties (the "Assignment of Intangibles, Permits and Warranties") in the form of Exhibit E-1, which is attached hereto and made a part hereof.
8.9 Seller shall deliver such evidence of Seller's authority to enter into this transaction which is reasonably required by the Title Company. Seller shall execute and deliver such affidavit as the Title Company may reasonably require to remove its standard printed exceptions relating, among other things, to mechanics liens and right of parties in possession, but not with respect to matters of survey.
8.10 Seller shall deliver to Purchaser a notice to the tenants of the change of ownership of the Property in the form of Exhibit G, which is attached hereto and made a part hereof.
8.11 Seller shall deliver to the Title Company an affidavit stating that Seller is not a "Foreign Person" within the meaning of Section 1445(f)(3) of the Code.
8.12 Seller shall provide Purchaser with all Estoppel Certificates (hereinafter defined) required to be delivered to Purchaser under Sections 12.1 – 12.5 below. This Section 8.12 shall be a condition to Purchaser's obligation to close on the purchase of the Property; provided, however, that Seller's failure to provide any Estoppel Certificates to Purchaser at closing shall not be deemed a default of Seller, although Purchaser shall have the right to terminate this Agreement and receive a refund of the Deposit for such failure as per Section 12.1 herein.
8.13 Seller and Purchaser shall execute and deliver to each other a closing statement (the "Closing Statement") (an initial draft of which shall be prepared and circulated by Seller at least two (2) business days prior to Closing) showing the items and amounts prorated and the amounts by which the Purchase Price shall be adjusted in the following manner as of the Closing Date:
(a) wire transfers of immediately available funds Purchaser shall pay the costs and expenses of the Cash Purchase Price in accordance with Section 3.2;Title Insurance Policy, any endorsements to the Title Insurance Policy and for the Survey.
(b) HealthSpring That portion of current real and personal property taxes and other or special assessments payable in installments for the calendar year of Closing (collectively, the "Taxes") that are not subject to reimbursement by tenants of the Property shall have delivered be prorated and adjusted as of the certificates representing Closing Date in accordance with the Shares method by which such taxes are collected from the tenants under the Leases (i.e., if such tenants reimburse the owner of the Property on a calendar year basis, the portion of taxes not reimbursed by tenants shall be prorated on a calendar year basis). That portion of taxes which are subject to reimbursement by the tenants shall not be subject to proration, but the party that actually pays the tax xxxx relating to same shall be entitled to receive any such reimbursement from the tenants relating thereto. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of Taxes shall be upon the basis of the prior year's tax rate or most current tax rate, if known, applied to the Escrow Agent as required latest assessed valuation. Said proration shall be re-prorated upon request by Section 3.2 either party after issuance of the actual tax xxxx for the year of Closing based on the amount due on the earliest payment date. All other real estate taxes, all special and other assessments (not payable in installments) which encumber the Escrow Agreement;Property on the Closing Date for years prior to Closing, shall be the sole responsibility of the Seller.
(c) a copy Seller shall pay all real estate transfer taxes and documentary stamps imposed in connection with the conveyance of the resolutions Property at Closing to Purchaser. Purchaser shall pay all costs, expenses, charges and other requisite actions taxes of HealthSpring and Buyer authorizing the execution and delivery of this Agreement and the other documents and instruments any kind whatsoever relating to be executed and delivered pursuant to this Agreement, and the consummation any financing obtained by HealthSpring and Buyer Purchaser in connection with its purchase of the transactions contemplated hereby and thereby, which copies have been certified by HealthSpring’s and Buyer’s secretary;Property.
(d) a certificate Purchaser shall receive credit for all security deposits (including all interest earned thereon if required by applicable laws) which Seller is required to have in its possession or control pursuant to the terms of a duly authorized officer of HealthSpring and Buyer in accordance with Section 10.3(i);any Lease.
(e) a copy of HealthSpring’s Amended Seller shall pay all water, sewer, and Restated Certificate of Incorporation certified by utility charges, common area maintenance charges, and other operating expenditures through the Delaware Secretary of State;day before the Closing Date. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given, and post‑closing adjustments shall be made when the actual xxxxxxxx are received.
(f) a copy of Buyer’s Articles of Formation certified Rent and other amounts paid and or payable by the Texas Secretary of State;
(g) a copy of HealthSpring’s bylaws certified by its Secretary;
(h) a copy of Buyer’s Amended and Restated Regulations as certified by its Secretary;
(i) a certificate of good standing of HealthSpring issued by the Secretary of State of the State of Delaware;
(j) certificates of good standing for Buyer issued by the Secretary of State of the State of Texas and the Office of the Comptroller of the State of Texas; and
(k) NewQuest Management shall have delivered to Axxxxx X. Xxxxx the Employment Agreement;
(l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement;
(m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement;
(n) evidence of the appointment of Lxxx to the Board of Directors of HealthSpring effective immediately following tenants will be prorated at the Closing Date; and
(o) HealthSpring, Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer in connection accordance with the consummation of the transactions contemplated hereby and all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the Sellers.following provisions:
Appears in 1 contract
Samples: Shopping Center Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
