Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. With respect to a Portfolio Sale, if the Purchase Offer is accepted and the Administrative Member timely deposits the Purchase Deposit (and the Additional Deposit, if applicable), the Administrative Member and BREA shall use commercially reasonable efforts to execute a ROFO Purchase Agreement, which shall include the terms of the Portfolio Sale. Failure by the Administrative Member and BREA to execute a ROFO Purchase Agreement shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the Portfolio/Company Interest in response to the Intent to Sell Notice and the Purchase Deposit and the Additional Deposit, if applicable, shall be refunded to the Administrative Member. The sale of the Portfolio/Company Interest as provided hereunder shall take place in accordance with the ROFO Purchase Agreement at a closing conference held on the Purchase Date at the principal office of the Company or at such other location as may be agreed upon by BREA and the Administrative Member. At such closing conference, the Company shall be authorized and directed to retain the Purchase Deposit and the Additional Deposit, if applicable, and any interest accrued thereon as a portion of the Administrative Member’s Price, and the remaining portion of the Administrative Member’s Price shall be paid in immediately available funds. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Portfolio/Company Interest pursuant to the terms hereof, including, any sale/leaseback agreements and transition services agreements necessary to allow Administrative Member to operate a Property pending Administrative Member obtaining licensure therefore, which agreements shall be on forms reasonably acceptable to the parties.

Closing Mechanics. With respect to a Portfolio BREA Membership Sale, if the Purchase Offer is accepted and the Administrative Member timely deposits the Purchase Deposit (and the Additional Deposit, if applicable), the Administrative Member and BREA shall use commercially reasonable efforts to execute a ROFO Purchase Agreement, which shall include the terms of the Portfolio BREA Membership Sale. Failure by the Administrative Member and BREA to execute a ROFO Purchase Agreement shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the Portfolio/Company BREA’s Membership Interest in response to the Intent to Sell Notice and the Purchase Deposit and the Additional Deposit, if applicable, shall be refunded to the Administrative Member. The sale of the Portfolio/Company Interest as provided hereunder shall take place in accordance with the ROFO Purchase Agreement at a closing conference held on the Purchase Date at the principal office of the Company or at such other location as may be agreed upon by BREA and the Administrative Member. At such closing conference, the Company BREA shall be authorized and directed to retain the Purchase Deposit and the Additional Deposit, if applicable, and any interest accrued thereon as a portion of the Administrative Member’s Price, and the remaining portion of the Administrative Member’s Price shall be paid in immediately available funds, provided however, the Administrative Member’s Price actually paid to BREA shall be reduced by the amount that ESC would receive pursuant to Section 4.5 if BREA’s Membership Interests were sold to a third party for the Administrative Member’s Price. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Portfolio/Company BREA’s Membership Interest pursuant to the terms hereof, including, any sale/leaseback agreements and transition services agreements necessary to allow Administrative Member to operate a Property pending Administrative Member obtaining licensure therefore, which agreements shall be on forms reasonably acceptable to the parties.

Closing Mechanics. With respect to a Portfolio Property Sale, if the Purchase Offer is accepted and the Administrative Member timely deposits the Purchase Deposit (and the Additional Deposit, if applicable), the Administrative Member and BREA shall use commercially reasonable efforts to execute a ROFO Purchase Agreement, which shall include the terms of the Portfolio Property Sale. Failure by the Administrative Member and BREA to execute a ROFO Purchase Agreement shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the Portfolio/Company Interest applicable Property or Properties in response to the Intent to Sell Notice and the Purchase Deposit and the Additional Deposit, if applicable, shall be refunded to the Administrative Member. The sale of the Portfolio/Company Interest applicable Property or Properties as provided hereunder shall take place in accordance with the ROFO Purchase Agreement at a closing conference held on the Purchase Date at the principal office of the Company or at such other location as may be agreed upon by BREA and the Administrative Member. At such closing conference, the Company shall be authorized and directed to retain the Purchase Deposit and the Additional Deposit, if applicable, and any interest accrued thereon as a portion of the Administrative Member’s Price, and the remaining portion of the Administrative Member’s Price shall be paid in immediately available funds. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Portfolio/Company Interest applicable Property or Properties, pursuant to the terms hereof, including, any sale/leaseback agreements and transition services agreements necessary to allow Administrative Member to operate a Property pending Administrative Member obtaining licensure therefore, which agreements shall be on forms reasonably acceptable to the parties.

Closing Mechanics. With respect (a) At the Closing, the Selling Stockholders will surrender or cause to a Portfolio Salebe surrendered the certificates representing the shares of Company Common Stock owned by them with executed letters of transmittal in such form as requested by Buyer. (b) At the Closing and upon receipt of certificates representing all shares of Company Common Stock and executed transmittal letters, if the Purchase Offer is accepted and the Administrative Member timely deposits additional documents, certificates and agreements referenced in this Section 3.2, Buyer will deliver certificates in the Purchase Deposit names of the Selling Stockholders representing the number of whole shares of Buyer Common Stock that represents 80% of the number of shares of Buyer Common Stock to which each Selling Stockholder is entitled to receive as Merger Consideration, plus cash in lieu of any fractional shares. (and c) At the Additional Deposit, if applicable)Closing, the Administrative Member and BREA shall use commercially reasonable efforts to execute a ROFO Purchase Agreement, which shall include the terms stock transfer books of the Portfolio Sale. Failure by the Administrative Member and BREA to execute a ROFO Purchase Agreement shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the Portfolio/Company Interest in response to the Intent to Sell Notice and the Purchase Deposit and the Additional Deposit, if applicable, shall be refunded to the Administrative Member. The sale of the Portfolio/Company Interest as provided hereunder shall take place in accordance with the ROFO Purchase Agreement at a closing conference held on the Purchase Date at the principal office of the Company or at such other location as may be agreed upon by BREA and the Administrative Member. At such closing conference, the Company shall be authorized closed and directed no transfer of shares of the Company Common Stock shall be made thereafter, other than transfers of shares of the Company Common Stock that have occurred prior to retain the Purchase Deposit Effective Time. (d) At the Closing, executed copies of the Key Employee Retention Agreements (as defined below) required by Buyer shall be delivered to Buyer. (e) At the Closing, the Buyer and the Additional DepositSelling Stockholders will execute a Registration Rights Agreement in substantially the same form as Appendix 3. (f) At the Closing, if applicable, the Company will deliver written waivers of any pre-emptive rights available to it and any interest accrued thereon as a portion to the stockholders of the Administrative Member’s Price, and Company with respect to the remaining portion sale or transfer of the Administrative Member’s Price shall be paid in immediately available funds. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect shares owned by the sale of the Portfolio/Company Interest Selling Stockholders pursuant to the terms hereofMerger, includingother than the waiver thereof by Buyer which is hereby granted. (g) At Closing the Company shall deliver the officer's certificates and other documents, any sale/leaseback certificates, instruments, or agreements referenced in Article VIII and transition services agreements necessary to allow Administrative Member to operate a Property pending Administrative Member obtaining licensure thereforeelsewhere in this Agreement. (h) At the Closing, which agreements shall the President and Secretary of the Company will execute and deliver the certification requested by Buyer in substantially the same form as attached hereto as Appendix 4 hereto. (i) At the Closing, the Contingent Merger Consideration will be on forms reasonably acceptable delivered to the partiesContingent Merger Consideration Escrow Agent. (j) At the Closing, the Company will deliver the certificates from the Selling Stockholders referenced in Section 7.10 of this Agreement. (k) At the Closing, Xxxxx Xxxxxx and Xxxx Xxxx will each execute an employment agreement in the form attached to their respective versions of the Related Agreement. (l) At the Closing, Buyer will deliver certificates in the names of the Selling Stockholders representing the number of whole shares of Buyer Common Stock that represents 20% of the number of shares of Buyer Common Stock to which each such Selling Stockholder is entitled to receive as Merger Consideration, plus cash in lieu of any fractional shares, to the Merger Consideration Escrow Agent (the "Merger Consideration Escrow Shares"). (m) At the Closing, the employee retention agreements attached to the Related Agreements executed by the individuals referenced in the third recital to this Agreement will each be executed. (n) At the Closing, Buyer will deliver certificates in the names of the Selling Stockholders representing the number of whole shares of Buyer Common Stock that may be disbursed as the Contingent Merger Consideration, plus cash in lieu of any fractural shares, to the Escrow Agent referenced in the form of Escrow Agreement attached as Appendix 10 to this Agreement. (o) At the Closing, the Related Contingent Merger Consideration column in the chart included in Appendix 2 will be adjusted to reflect the number of whole shares of Buyer Common Stock related to each Company Target consistent with the provisions of Sections 3.1(c) and (d). (p) At the Closing, the parties to the escrow agreements contemplated in Section 7.8 and Appendix 2, will execute and deliver, or cause to be executed and delivered, the escrow agreements contemplated therein in substantially the same form as Appendix 9 and 10 to this Agreement subject to revision by the escrow agent identified in such agreements.

Closing Mechanics. With respect (a) On or prior to 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date, such Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder to the Closing Agent as required by Section 1.2 above. In the event that such Purchaser shall fail to deliver all or any portion of the purchase price for the Notes being purchased on or before 5:00 p.m., New York City time, on the business day immediately preceding the Closing Date, the Closing Agent will be permitted (but will not be obligated), in its sole discretion, to fund the purchase price for the Notes being purchased on behalf of such Purchaser; provided, however, that the funding of the purchase of any Notes by the Closing Agent pursuant to this Section 1.3(a) will not relieve such Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to the Note Purchase Agreement or for the breach of its obligations under the Note Purchase Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes being purchased on behalf of such Purchaser, the Closing Agent may direct the delivery and release of the Notes to the Closing Agent’s account pending payment by such Purchaser, and if such Purchaser has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent will thereafter be entitled to direct disposition of the Notes in such manner as it deems appropriate (including the purchase thereof for its own account). (b) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of such Purchaser under the circumstances set forth in clause 1.3(a) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to such Purchaser at a Portfolio Salepurchase price for the Notes equal to 100% of the purchase price for the Notes being purchased by such Purchaser plus accrued interest from the Closing Date; provided, however, that if the Purchase Offer is accepted Closing Agent has funded such purchase on behalf of such Purchaser, and such Purchaser subsequently makes payment to the Administrative Member timely deposits Closing Agent before 9:00 a.m., New York City time, on the Purchase Deposit (and the Additional Deposit, if applicable)Closing Date, the Administrative Member and BREA purchase price shall use commercially reasonable efforts equal the purchase price for such Notes plus an amount equal to execute a ROFO Purchase Agreement, which shall include the terms Closing Agent’s cost of the Portfolio Sale. Failure intraday funds for such purchase. (c) The receipt of funds by the Administrative Member and BREA to execute a ROFO Purchase Agreement Closing Agent from such Purchaser shall be deemed an election to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been satisfied. (d) Funds received by the Administrative Member that the Administrative Member is not prepared to purchase the Portfolio/Company Interest in response to the Intent to Sell Notice and the Purchase Deposit and the Additional Deposit, if applicable, shall be refunded to the Administrative Member. The sale Closing Agent on behalf of the Portfolio/Company Interest pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(a) above) will be held in trust and not as provided hereunder shall take place property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent will disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent set forth in the Engagement Letter) by wire transfer of immediately available funds in accordance with the ROFO Purchase Agreement Company’s written wire instructions (which shall be provided to the Closing Agent at a closing conference held least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. (e) Immediately following the Company’s receipt of such funds, the Notes purchased by such Purchaser (as specified on the Purchase Date at the principal office of signature page hereof) will be issued by the Company or at such other location as may be agreed upon by BREA and the Administrative Member. At such closing conference, the Company shall be authorized and directed to retain the Purchase Deposit and the Additional Deposit, if applicable, and any interest accrued thereon as a portion of the Administrative Member’s Price, and the remaining portion of the Administrative Member’s Price shall be paid in immediately available funds. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Portfolio/Company Interest delivered pursuant to the terms hereof, including, any sale/leaseback agreements and transition services agreements necessary to allow Administrative Member to operate a Property pending Administrative Member obtaining licensure therefore, which agreements shall be on forms reasonably acceptable to the partiesSection 1.2 above.

Closing Mechanics. With respect Annex B-1. (a) One business day prior to a Portfolio Salethe Closing, Jefferies LLC (“Jefferies”) as closing agent (in such capacity, the “Closing Agent”) will contact the contact person for each Undersigned to confirm the closing mechanics set forth herein. (b) On or before 9:00 a.m., New York City time, on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes and Warrants to or as directed by the Closing Agent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Offer is accepted Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Administrative Member timely deposits Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Deposit Price shall equal the purchase price for such Notes and Warrants plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (and the Additional Deposit, if applicable), the Administrative Member and BREA shall use commercially reasonable efforts to execute a ROFO Purchase Agreement, which shall include the terms d) The receipt of the Portfolio Sale. Failure funds by the Administrative Member and BREA to execute a ROFO Purchase Agreement Closing Agent from the Purchaser shall be deemed an election to be irrevocable instructions from the Purchaser and the Undersigned to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by the Administrative Member that the Administrative Member is not prepared to purchase the Portfolio/Company Interest in response to the Intent to Sell Notice and the Purchase Deposit and the Additional Deposit, if applicable, shall be refunded to the Administrative Member. The sale Closing Agent on behalf of the Portfolio/Company Interest pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as provided hereunder property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall take place disburse such funds (net of the agreed amount of fees and expenses of Jefferies as the placement agent) by wire transfer of immediately available funds in accordance with the ROFO Purchase Agreement Company’s written wire instructions (which shall be provided to the Closing Agent at a closing conference held on least one business day prior to the Purchase Date at Closing Date), unless otherwise agreed to by the principal office Company and the Closing Agent. 112027870 v8 (f) Upon receipt of the Company or at such other location as may be agreed upon by BREA and purchase price from the Administrative Member. At such closing conferencePurchaser, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be authorized provided to the Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Notes and directed to retain the Purchase Deposit and the Additional Deposit, if applicable, and any interest accrued thereon as a portion of the Administrative Member’s Price, and the remaining portion of the Administrative Member’s Price shall Warrants will be paid in immediately available funds. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Portfolio/Company Interest delivered pursuant to the terms hereof, including, any sale/leaseback agreements and transition services agreements necessary to allow Administrative Member to operate a Property pending Administrative Member obtaining licensure therefore, which agreements shall be on forms reasonably acceptable to the partiesSection 1.2.