Closing Obligations of the Parties. The Parties shall execute and deliver the following documents (the "Closing Documents") and otherwise cause the following events to occur at the Closing, each being a condition precedent to the others but all being deemed to have occurred simultaneously (and all Closing Documents shall be in form and substance reasonably acceptable to Seller and Purchaser):
(a) Seller shall execute, have acknowledged where appropriate, and deliver to Purchaser the following items with respect to the Hospital Property:
(i) a special warranty deed (the "Deed"), conveying to Purchaser title to the Hospital Property, subject only to the Permitted Exceptions.
(ii) a bill of sale and assignment (thx "Xill of Sale") conveying to Purxxxxer all of Seller's interests in the Hospital Property;
(iii) all the original leases and unrecorded agreements affecting the Hospital Property;
(iv) an affidavit of Seller stating that Seller is not a foreign person in compliance with the requirements of Section 1445(b)(20) of the Internal Revenue Code; and
(v) such affidavits and other documents as may be required or reasonably requested by Purchaser or its attorneys to effect the consummation of the transactions contemplated hereby.
(b) Purchaser shall execute, have acknowledged where appropriate, and deliver to Seller the following items:
(i) instruments necessary to provide the Purchase Price; and
(ii) such affidavits and other documents as may be required or reasonably requested by Seller, its attorneys to effect the consummation of the transactions contemplated hereby.
(c) Purchaser and Seller shall each execute settlement statements showing payment of the costs of Closing. Prorated items and costs shall be charged or credited to Seller and Purchaser as provided in Section 1.4.
(d) Seller shall surrender possession of the Hospital Property to Purchaser.
(e) Seller shall, at its sole cost and expense, cause a title company acceptable to both Parties to issue and deliver to Purchaser an Owner's Policy of Title Insurance Form T-1 (the "Title Policy") in the full amount of the Purchase Price, dated as of the Closing Date, insuring Purchaser's fee simple title to the Hospital Property to be good and indefeasible subject only to the Permitted Exceptions and the standard printed exceptions, except as otherwise to be deleted as described herein, contained in the usual form of the Title Policy except that:
(i) the exception as to area and boundaries shall be deleted except for "any shortages in area" ...
Closing Obligations of the Parties. 5 3.1. Closing Date......................................................5 3.2. Obligations of the Parties at the Closing.........................6
Closing Obligations of the Parties. At the Closing, the parties shall execute and deliver the following documents (the "Closing Documents") and otherwise cause the following events to occur, each being a condition precedent to the others but all being deemed to have occurred simultaneously:
(a) Seller shall deliver or cause to be delivered to Buyer the following:
(i) DEED. A special warranty deed in the form attached hereto as EXHIBIT "M" (the "Deed"), conveying to Buyer title to the Property, subject only to the Permitted Exceptions and to all other exceptions of record.
Closing Obligations of the Parties. 4 3.1. Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.2. Obligations of the Parties at the Closing . . . . . . . . . . . . . . . . . . . . . . 4 3.3. Passage of Title at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.4. Assignment of Seller's Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 4.
Closing Obligations of the Parties. At Closing:
(a) PBF Formation Party shall contribute its Capital Contribution to the Company;
(b) Eni Formation Party shall contribute its Capital Contribution to the Company by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Company at or prior to the Closing;
(c) the Company shall issue to each of PBF Formation Party and Eni Formation Party the respective Membership Interest; and
(d) each of PBF Formation Party, Eni Formation Party and the Company, as applicable, shall have otherwise delivered to each other Party, as applicable, the closing deliverables identified for such Party in Section 6. Upon completion of Closing but always on the Closing Date, the Company shall distribute to PBF Formation Party, by wire transfer of immediately available funds, the amount determined in accordance with Section 4.5(a) of the Amended and Restated LLC Agreement, it being agreed and understood that any delay by the Company in transferring such amounts and/or in PBF Formation Party in receiving such amounts on its account shall in no case affect Closing, that shall be deemed duly consummated upon completion of the activities set forth in letters (a) through (d) above in this Section 2.05.
Closing Obligations of the Parties. 3 3.1. CLOSING..........................................................3 3.2. OBLIGATIONS OF THE PARTIES AT AND AFTER THE CLOSING..............3
Closing Obligations of the Parties. 10.1 At Closing, Seller shall execute and deliver, cause Seller's Tenant to execute and deliver, or deliver, as appropriate, to Buyer the following items:
10.1.1 The several Deeds with respect to the Premises;
10.1.2 The several Bills of Sale to transfer the Personal Property in the form attached hereto as EXHIBIT III;
10.1.3 The several Bills of Sale for Inventory in the form attached hereto as EXHIBIT IV;
10.1.4 Assignments and Assumptions of Contracts from Seller's Tenant in the form attached hereto as EXHIBIT V;
Closing Obligations of the Parties. 14 4.1. Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 4.2. Obligations of the Parties at the Closing . . . . . . . . . . . . . . . . . . . . . . . . . 14
Closing Obligations of the Parties. 3.1 Closing Date 3.2 Obligations of the Parties at the Closing
Closing Obligations of the Parties
