Common use of Deliveries at Closings Clause in Contracts

Deliveries at Closings. (i) Buyer shall deliver to Seller, at each Closing, payment of the appropriate Purchase Price and, in addition, at the Closing of the First Tranche, Buyer shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (ii) Seller shall deliver to Buyer at each Closing the appropriate number of Shares in one (1) or more certificates for the Series B Preferred Stock in such name or names and denominations as may be designated by Buyer, accompanied by appropriate stock powers and, in addition, at the Closing of the First Tranche, Seller shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (iii) At the Closing of the First Tranche, Buyer shall have received an opinion addressed to Buyer, from Camhy Xxxxxxxxx & Xxxxx LLP, stating the following: (a) Seller has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted; (b) The Shares shall be duly authorized and validly issued and when issued and delivered, each of them shall be enforceable in accordance with their terms (subject to general principles of equity and bankruptcy, fraudulent conveyance, preference and other laws affecting creditors' rights generally). The shares of Common Stock, when issued and delivered upon conversion of the Series B Preferred Stock, will be duly and validly authorized and issued, fully paid and nonassessable, free from all encumbrances and restrictions other than restrictions on transfer imposed by applicable securities laws and/or this Agreement, and will not subject the holders thereof to personal liability by reason of being such holders; (c) The Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement of Seller enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Seller has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations thereunder; and (d) The execution and delivery of the Agreement, the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the consummation of the transactions contemplated by this Agreement by Seller, will not conflict with or result in a breach of or a default under any of the terms or provisions of, Seller's certificate of incorporation or By-laws.

Deliveries at Closings. (i) Buyer shall deliver to Seller, at At each Closing, payment of the appropriate Purchase Price and, in addition, at the Closing of the First Tranche, Buyer shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (ii) Seller shall deliver to Buyer at each Closing the appropriate number of Shares in one (1) or more certificates for the Series B Preferred Stock in such name or names and denominations as may be designated by Buyer, accompanied by appropriate stock powers and, in addition, at the Closing of the First Tranche, Seller shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (iii) At the Closing of the First Tranche, Buyer shall have received an opinion addressed to Buyer, from Camhy Xxxxxxxxx & Xxxxx LLP, stating the followingClosings: (a) The Seller has been duly incorporated will deliver to the Buyer Companies, together with funds sufficient to pay all Transfer Taxes for which the Seller is responsible pursuant to Section 9.6 as necessary for the transfer, filing or recording thereof, as applicable, the following with respect to the Assets purchased and is validly existing sold at such Closing; provided that items (iii), (iv), (vii), (viii), (x), (xi) and (xiii) shall be required to be delivered only at the First Closing and item (xii) shall be delivered at the First Closing if the West Virginia Assets are excluded from the Assets purchased and sold thereat: (i) A xxxx of sale and assignment and assumption agreement (the “Xxxx of Sale”) in good standing under the laws form of Schedule 4.2(a)(i) for all of the tangible and intangible Assets, duly executed by the Seller; (ii) All lease agreements, subleases and lease assignments further described on Schedule 4.2(a)(ii) duly executed by the Seller (collectively, the “Lease Agreements/Assignments”); (iii) (A) A sale and assignment of each of the J/V Equity Interests duly executed by the Seller, (B) an amendment to the operating agreement of each of the Joint Ventures, duly executed by all of the members thereof whereby the related Buyer Company is admitted as a new member and its J/V Equity Interest therein is recognized (each, a “J/V Operating Agreement Amendment”), (C) the certificate of membership for each Joint Venture, if any, evidencing the related J/V Equity Interest, duly endorsed by the Seller, and (D) an assignment of each management services agreement for each Joint Venture from the Seller to the related Buyer Company, duly executed by the Seller and consented to by the Joint Venture and each of its members (collectively, the “Joint Venture Transfer Documents”), all of the foregoing to be in form and substance reasonably satisfactory to the Buyer Companies and the Seller; (iv) A certificate in the form of Schedule 4.2(a)(iv), dated as of the Closing Date of the First Closing, attached to which is a copy of the resolutions of the board of directors of the Seller respecting the Transaction Documents and the transactions this Agreement contemplates, expressly certifying that (A) all Schedules referenced in Articles VII and VIII of this Agreement are correct and complete in all material respects as of the Closing Date of the First Closing and (B) the conditions set forth in Section 11.1(a) have been met in all respects; (v) An agreement regarding the collection of the Parties’ respective accounts receivable post-Closing and interim billing arrangements (each, an “A/R Collection Agreement”) substantively in the form of Schedule 4.2(a)(v), executed by the Seller; (vi) The Seller’s executed CMS Forms 855A for each Medicare provider number comprising part of the Assets; (vii) A Certificate of Existence/Good Standing in regards to the Seller and each of the Joint Ventures issued by the Secretary of State of Delawaretheir respective states of incorporation/organization, with full corporate power as appropriate and authority certificates of qualification to owndo business issued by the Secretary of State of each state in which the Joint Ventures must be so qualified (dated no more than thirty (30) days prior to the Closing Date of the First Closing); (viii) A unanimous written consent of the directors of the Seller and a resolution of all of the shareholders of the Seller approving the sale of the Assets of the Seller contemplated by this Agreement; (ix) For each Provider Number included in the Assets, lease the National Provider Identifier login name and operate its properties password; and to conduct its business for each Fiscal Intermediary (on a regional basis), the Direct Data Entry login name and password; (x) A non-competition agreement (the “Non-Competition Agreement”) in the form of Schedule 4.2(a)(x), duly executed by the Principal Stockholders; (xi) The Stockholder Guaranty Agreement; (xii) the management services agreement between the Seller and Amedisys West Virginia, L.L.C. in the form set forth in Schedule 4.2(a)(xii) (the “West Virginia Management Services Agreement”) executed by the Seller; and (xiii) a resignation by the Seller’s employees as currently conducted;authorized persons on the accounts of the Joint Ventures identified on Schedule 7.30(b). (b) The Shares Buyer Companies will deliver to the Seller the following with respect to the Assets purchased and sold at such Closing; provided that items (iv), (v), (vii) and (viii) shall be duly authorized required to be delivered only at the First Closing and validly issued and when issued and delivered, each of them item (ix) shall be enforceable in accordance with their terms delivered at the First Closing if the West Virginia Assets are excluded from the Assets purchased and sold thereat: (subject to general principles of equity i) The Closing Payment and bankruptcy, fraudulent conveyance, preference and other laws affecting creditors' rights generally). The shares of Common Stock, when issued and delivered upon conversion of the Series B Preferred Stock, will be duly and validly authorized and issued, fully paid and nonassessable, free from all encumbrances and restrictions other than restrictions on transfer imposed Promissory Note executed by applicable securities laws and/or this Agreement, and will not subject the holders thereof to personal liability by reason of being such holdersBuyer Companies; (cii) The Agreement has Xxxx of Sale, executed by the Buyer Companies; (iii) The Lease Agreements/Assignments, executed by the appropriate Buyer Companies; (iv) A certificate in the form of Schedule 4.2(b)(iv), dated as of the Closing Date of the First Closing and signed by an officer of each of the Buyer Companies, expressly certifying that the conditions in Section 11.2(a) have been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement of Seller enforceable met in accordance with its terms, subject to general principles of equity all respects and to bankruptcy or other laws affecting which is attached the enforcement resolutions of creditors' rights generallyeach of the board of directors of Buyer Companies’ ultimate parent, Amedisys, Inc., and Seller has full power and authority to execute and deliver the governing bodies of each of the Buyer Companies approving this Agreement and the other agreements transactions contemplated hereby; (v) The Joint Venture Transfer Documents to which the Buyer Companies are parties duly executed by the appropriate Buyer Companies; (vi) The A/R Collection Agreement, executed by the Buyer Companies; (vii) A Certificate of Existence/Good Standing in regards to each of the Buyer Companies issued by the Secretary of State of their respective states of organization and documents contemplated hereby and certificates of qualifications to perform its obligations thereunderdo business issued by the Secretary of State of each state in which such Buyer Company must be so qualified (dated no more than 30 days prior to the Closing Date of the First Closing); (viii) The Amedisys Guaranty Agreement; and (dix) The execution and delivery of the West Virginia Management Services Agreement, the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the consummation of the transactions contemplated executed by this Agreement by SellerAmedisys West Virginia, will not conflict with or result in a breach of or a default under any of the terms or provisions of, Seller's certificate of incorporation or By-laws.L.L.C.

Deliveries at Closings. (i) Buyer shall deliver to Seller, at each At the Initial Closing, and subject to the simultaneous payment of the appropriate Purchase Price and, in addition, at the Closing funds and delivery of the First TrancheDebenture and the Options described in Sections 1.3(b) and (c) above, Buyer the following deliveries shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (ii) Seller shall deliver to Buyer at each Closing the appropriate number of Shares in one (1) or more certificates for the Series B Preferred Stock in such name or names and denominations as may be designated by Buyer, accompanied by appropriate stock powers and, in addition, at the Closing of the First Tranche, Seller shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (iii) At the Closing of the First Tranche, Buyer shall have received an opinion addressed to Buyer, from Camhy Xxxxxxxxx & Xxxxx LLP, stating the followingmade: (a) Seller has been duly incorporated shall deliver, or cause to be delivered, to Buyer or its designees as follows: (i) a counterpart executed copy of that certain Term Loan and is validly existing Security Agreement, as executed by VDUL in favor of ACF CGS as agent (“Agent”) for the lenders named therein, substantially in the form attached hereto as Exhibit B (the “Loan and Security Agreement”), whereby VDUL pledges to Agent a security interest as of Initial Closing in good standing under the laws all of its assets except those telecom related assets where prior approval of the State Commissions is required for such approval; a counterpart executed copy of Delawarethat certain Security Agreement, as executed by VDUL in favor of the subordinated lenders named therein in the form attached hereto as Exhibit C (the “Subordinated Security Agreement”); and a counterpart executed copy of that certain Intercreditor and Subordination Agreement, as executed by VDUL in the form attached hereto as Exhibit D (the “Sub-Debt Intercreditor Agreement”). By execution of this Agreement, Seller and Buyer acknowledge that: (A) Agent shall as of the Initial Closing, hold a security interest in the assets of VDUL and be entitled to the rights and remedies set forth in the Loan and Security Agreement, including the right to enforce the rights and remedies of Buyer under this Agreement to receive delivery of the Units upon the Final Closing; (B) the execution of the Loan and Security Agreement and the ancillary documents thereto, including, but not limited to, UCC Filing Authorization Letter, a United Kingdom Deed of Priority, Intellectual Property Security Agreement, a Membership Interest Transfer Power (endorsed in blank), an officer’s certificate regarding absence of defaults, and a secretary’s certificate, shall be made on behalf of VDUL by Buyer in its capacity as Manager of VDUL, to which execution and delivery Seller consents; and (C) the execution of the Subordinated Security Agreement and the Sub-Debt Intercreditor Agreement shall be made on behalf of VDUL by Buyer in its capacity as Manager of VDUL, to which execution and delivery Seller consents. (ii) the Loan, along with full corporate power a fully executed Assignment and authority Assumption Agreement in the form attached hereto as Exhibit E (the “Assignment and Assumption Agreement”), whereby Seller irrevocably assigns, and Buyer irrevocably assumes, any and all of Seller’s rights and obligations under the Loan; (iii) release documentation, in the agreed form, duly executed by all required parties thereto unconditionally and irrevocably releasing the Units and the assets of the Company from all collateral liens and security interests in favor of Lloyds TSB Bank plc; (iv) release documentation, in the agreed form duly executed by Macquarie unconditionally and irrevocably releasing the assets of the Company from all collateral liens and security interests in favor of such parties (together with proof of payment or settlement, as applicable) and release of all equipment (except equipment located at customer interconnect sites) subject to owncapital leases with Macquarie; (v) a copy of the Limited Liability Company Agreement (“LLC Agreement”) for VDUL, lease together with a duly executed amendment to the LLC Agreement changing the manager(s) or the members responsible for the management of VDUL to Buyer; (vi) possession of all of the Hewlett Packard servers in the possession or control of Seller which support the USX, Lattis and operate Oracle software applications of VDUL; provided, that for purposes of this Section 1.5(a)(vi), all such servers that are in the possession or control of VDUL as of the Initial Closing Date, shall be deemed delivered to Buyer; (vii) possession of all books and records of VDUL that have been customarily maintained at VDUL’s offices or which would otherwise be required for Buyer to be able to complete its properties audit of VDUL’s operations for the calendar years ended December 31, 2006 and 2007 (including balance sheets if any exist for VDUL as of December 31 of each of 2005, 2006 and 2007, as well as for all of 2008 through the Initial Closing Date); provided, that for purposes of this Section 1.5(a)(vii), all such books and records on the premises of VDUL located at 200 X. Xxxxxx Street, Chicago, Illinois as of the Initial Closing Date, shall be deemed delivered to conduct its Buyer; (viii) passwords to all computers, computer systems and computer programs of VDUL necessary for operation of VDUL’s business in the possession or control of Seller, to the extent that the same is not in the possession and control of VDUL as currently conducted;of the Initial Closing date; and (ix) (A) a duly executed escrow agreement, in the form attached hereto as Appendix 3, (B) the certificate for the Units, and (C) a duly executed assignment separate from such certificate assigning the Units to Buyer. The deliverables set forth in this Section 1.5(a)(ix) shall be delivered to Sxxxxxx & Fxxxxxxx Ltd. as escrow agent to hold for the benefit of the parties, and legal title shall be transferred to Buyer as of the Final Closing. (b) The Shares Buyer shall deliver, or cause to be duly authorized and validly issued and when issued and delivered, each of them shall be enforceable in accordance with their terms to Seller or its designees as follows: (subject to general principles of equity and bankruptcy, fraudulent conveyance, preference and other laws affecting creditors' rights generally). The shares of Common Stock, when issued and delivered upon conversion i) a counterpart fully executed copy of the Series B Preferred Stock, will be duly and validly authorized and issued, fully paid and nonassessable, free from all encumbrances and restrictions other than restrictions on transfer imposed by applicable securities laws and/or this Sub-Debt Intercreditor Agreement, and will not subject the holders thereof to personal liability by reason of being such holders; (cii) The Agreement has been duly authorizedthe fully executed Debenture; (iii) the fully executed Assignment and Assumption Agreement; (iv) the fully executed Subsidiary Guaranty in favor of Seller, validly executed and delivered on behalf of Seller and is a valid and binding agreement of Seller enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Seller has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations thereunderform attached hereto as Exhibit F; and (dv) The execution the Options, fully and delivery of irrevocably assigned and transferred to the Agreement, the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the consummation of the transactions contemplated by this Agreement by Seller, will not conflict with or result in a breach of or a default under any of the terms or provisions of, Seller's certificate of incorporation or By-laws.

Deliveries at Closings. (i) Buyer shall deliver to Seller, at each At the Initial Closing, and subject to the simultaneous payment of the appropriate Purchase Price and, in addition, at the Closing funds and delivery of the First TrancheDebenture and the Options described in Sections 1.3(b) and (c) above, Buyer the following deliveries shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (ii) Seller shall deliver to Buyer at each Closing the appropriate number of Shares in one (1) or more certificates for the Series B Preferred Stock in such name or names and denominations as may be designated by Buyer, accompanied by appropriate stock powers and, in addition, at the Closing of the First Tranche, Seller shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (iii) At the Closing of the First Tranche, Buyer shall have received an opinion addressed to Buyer, from Camhy Xxxxxxxxx & Xxxxx LLP, stating the followingmade: (a) Seller has been duly incorporated shall deliver, or cause to be delivered, to Buyer or its designees as follows: (i) a counterpart executed copy of that certain Term Loan and is validly existing Security Agreement, as executed by VDUL in favor of ACF CGS as agent (“Agent”) for the lenders named therein, substantially in the form attached hereto as Exhibit B (the “Loan and Security Agreement”), whereby VDUL pledges to Agent a security interest as of Initial Closing in good standing under the laws all of its assets except those telecom related assets where prior approval of the State Commissions is required for such approval; a counterpart executed copy of Delawarethat certain Security Agreement, with full corporate power as executed by VDUL in favor of the subordinated lenders named therein in the form attached hereto as Exhibit C (the “Subordinated Security Agreement”); and authority to owna counterpart executed copy of that certain Intercreditor and Subordination Agreement, lease and operate its properties and to conduct its business as currently conducted; executed by VDUL in the form attached hereto as Exhibit D (b) The Shares shall be duly authorized and validly issued and when issued and delivered, each of them shall be enforceable in accordance with their terms (subject to general principles of equity and bankruptcy, fraudulent conveyance, preference and other laws affecting creditors' rights generallythe “Sub-Debt Intercreditor Agreement”). The shares By execution of Common Stock, when issued and delivered upon conversion of the Series B Preferred Stock, will be duly and validly authorized and issued, fully paid and nonassessable, free from all encumbrances and restrictions other than restrictions on transfer imposed by applicable securities laws and/or this Agreement, Seller and will Buyer acknowledge that: (A) Agent shall as of the Initial Closing, hold a security interest in the assets of VDUL and be entitled to the rights and remedies set forth in the Loan and Security Agreement, including the right to enforce the rights and remedies of Buyer under this Agreement to receive delivery of the Units upon the Final Closing; (B) the execution of the Loan and Security Agreement and the ancillary documents thereto, including, but not subject the holders thereof to personal liability by reason limited to, UCC Filing Authorization Letter, a United Kingdom Deed of being such holders; Priority, Intellectual Property Security Agreement, a Membership Interest Transfer Power (c) The Agreement has been duly authorizedendorsed in blank), validly executed an officer’s certificate regarding absence of defaults, and delivered a secretary’s certificate, shall be made on behalf of VDUL by Buyer in its capacity as Manager of VDUL, to which execution and delivery Seller consents; and is a valid and binding agreement (C) the execution of Seller enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Seller has full power and authority to execute and deliver the Subordinated Security Agreement and the other agreements and documents contemplated hereby and Sub-Debt Intercreditor Agreement shall be made on behalf of VDUL by Buyer in its capacity as Manager of VDUL, to perform its obligations thereunder; and (d) The which execution and delivery of the Agreement, the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the consummation of the transactions contemplated by this Agreement by Seller, will not conflict with or result in a breach of or a default under any of the terms or provisions of, Seller's certificate of incorporation or By-lawsSeller consents.

Deliveries at Closings. (ia) Buyer At each Closing, Sellers shall deliver to SellerPurchaser, at each Closingsubject to the terms of Section 2.8 hereof, payment of the appropriate Purchase Price and, in addition, at the Closing of the First Tranche, Buyer shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (ii) Seller shall deliver to Buyer at each Closing the appropriate number of Shares in one (1) or more certificates for the Series B Preferred Stock in such name or names and denominations as may be designated by Buyer, accompanied by appropriate stock powers and, in addition, at the Closing of the First Tranche, Seller shall execute and deliver the Registration Rights Agreement and Escrow Agreement. (iii) At the Closing of the First Tranche, Buyer shall have received an opinion addressed to Buyer, from Camhy Xxxxxxxxx & Xxxxx LLP, stating the following: (ai) Seller has A certificate, duly executed by Sellers, dated the Applicable Closing Date, certifying in such detail as Purchaser may reasonably request that, subject to the matters disclosed in the Disclosure Memorandum, as it may have been duly incorporated supplemented by Sellers from time to time, all representations and is validly existing warranties of Sellers in this Agreement are true in all material respects as of such Applicable Closing Date with respect to the Assets that are sold and in good standing under the laws transferred on such Applicable Closing Date; (ii) A certificate of an authorized representative of each Seller, dated as of the State Applicable Closing Date, certifying, in such detail as Purchaser may reasonably request, that attached thereto is a true and complete copy of Delawareresolutions adopted by, with or other authority documentation applicable to, such Seller authorizing the execution, delivery and performance of this Agreement and the documents and instruments to be executed and delivered by such Seller pursuant hereto, and that all such resolutions or authority documentation are still in full corporate power force and authority effect and have not been amended or modified; (iii) A separate General Assignment, duly executed by the applicable Seller, for each Facility that is sold and transferred by such Seller to ownPurchaser on such Applicable Closing Date by which such Seller assigns to Purchaser the Permits and Warranties relating to such Facility; (iv) Any required Consents relating to the Greensville Lease and the Tenant Leases that are transferred and assigned on such Applicable Closing Date; (v) A separate Lease Assignment, lease duly executed by the applicable Seller, assigning to Purchaser each Tenant Lease that is transferred and operate its properties assigned by such Seller on such Applicable Closing Date; (vi) A separate Bxxx of Sale, duly executed by the applicable Seller, for each Facility conveyed by such Seller to Purchaser on such Applicable Closing Date; (vii) The Deeds, duly executed by the applicable Sellers, relating to the Facilities that are sold and transferred on such Applicable Closing Date; (viii) A cross-receipt duly executed by the applicable Sellers acknowledging Purchaser’s deliveries on such Applicable Closing Date; (ix) A separate Mortgage Assignment, duly executed by the applicable Seller, assigning to conduct its business Purchaser each Mortgage Loan that is sold and transferred by such Seller on such Applicable Closing Date; (x) A closing statement executed by the applicable Sellers itemizing the Purchase Price and all adjustments thereto as currently conductedprovided herein; (xi) A letter to each Tenant under a Tenant Lease transferred and assigned on such Applicable Closing Date by which the applicable Seller advises such Tenant of such transfer and assignment; (xii) The Greensville Assignment, duly executed by HRAVLP (but only on the Interim Closing Date); (xiii) One or more owner’s title affidavits substantially in the form of Exhibit L hereto duly executed by each applicable Seller relating to the Land and Improvements that are sold and transferred on such Applicable Closing Date and owned by such Seller; and (xiv) Such other documents and instruments as may reasonably be requested by Purchaser, Title Company or Escrow Holder to consummate the transactions described herein. (b) The Shares At each Closing, Purchaser shall be deliver to Sellers the following: (i) A certificate, duly authorized executed by Purchaser, dated as of such Applicable Closing Date, certifying, in such detail as Sellers may reasonably request, that all representations and validly issued and when issued and delivered, each warranties of them shall be enforceable Purchaser in accordance with their terms (subject to general principles this Agreement are true in all material respects as of equity and bankruptcy, fraudulent conveyance, preference and other laws affecting creditors' rights generally). The shares of Common Stock, when issued and delivered upon conversion of the Series B Preferred Stock, will be duly and validly authorized and issued, fully paid and nonassessable, free from all encumbrances and restrictions other than restrictions on transfer imposed by applicable securities laws and/or this Agreement, and will not subject the holders thereof to personal liability by reason of being such holdersApplicable Closing Date; (cii) The A certificate of the Secretary or an Assistant Secretary of Purchaser, dated the Applicable Closing Date, certifying, in such detail as Sellers may reasonably request, that attached thereto is a true and complete copy of resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement has been duly authorized, validly and the documents and instruments to be executed and delivered on behalf of Seller and is a valid and binding agreement of Seller enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generallyby Purchaser pursuant hereto, and that all such resolutions are still in full force and effect and have not been amended or modified; (iii) The funds constituting the portion of the Purchase Price allocable to the Assets that are sold and transferred on such Applicable Closing Date, as required under Section 2.3 hereof; (iv) A separate General Assignment, duly executed by Purchaser, for each Facility that is sold and transferred to Purchaser on such Applicable Closing Date by which Purchaser assumes the payment and performance of the obligations of the applicable Seller has full power under the Permits and authority Warranties assigned to execute Purchaser thereby; (v) A separate Lease Assignment, duly executed by Purchaser, by which Purchaser assumes the payment and deliver performance of the Agreement obligations of the applicable Seller under each Tenant Lease assigned to Purchaser thereby and relating to a Facility that is sold and transferred by such Seller on such Applicable Closing Date; (vi) A separate Mortgage Assumption Agreement, duly executed by Purchaser, by which Purchaser assumes the payment and performance of the obligations of the applicable Seller under each HUD Mortgage encumbering a Facility that is sold and transferred by such Seller on such Applicable Closing Date; (vii) A closing statement executed by Purchaser itemizing the Purchase Price and all adjustments thereto as provided herein; (viii) The Greensville Assignment, duly executed by Purchaser (but only on the Interim Closing Date); (ix) Such other agreements documents and documents contemplated hereby and instruments as may reasonably be requested by Sellers, Title Company or Escrow Holder to perform its obligations thereunderconsummate the transactions described herein; and (dx) The execution and delivery of the Agreement, the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the consummation of the transactions contemplated A cross-receipt duly executed by this Agreement by Seller, will not conflict with or result in a breach of or a default under any of the terms or provisions of, Seller's certificate of incorporation or By-lawsPurchaser acknowledging Sellers’ deliveries on such Applicable Closing Date.