Deliveries by Buyer to Sellers. At the Closing, Buyer shall deliver or cause to be delivered to Sellers:
(a) the Purchase Price in accordance with the terms of this Agreement;
(b) a certificate of the secretary or assistant secretary of Buyer certifying to: (i) the certificate of formation (or comparable organizational documents) of Buyer; (ii) the resolutions of the board of directors (or other governing body) of Buyer approving the execution, delivery and performance of this Agreement, the Transaction Document to which Buyer is a party and the consummation of the transactions contemplated hereby; and (iii) the incumbency and signatures of the officers of Buyer executing this Agreement and any other certificate or document delivered in connection herewith;
(c) a certificate executed by the president, a vice president or the treasurer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 3.1(a) and 3.1(b) are satisfied in all respects;
(d) the certificate of formation (or comparable organizational documents) of Buyer certified by the Secretary of State of its jurisdiction of organization, a certificate of existence or good standing therefrom, as applicable, dated as of a recent date and a “bring-down” telegram or certificate of good standing from such jurisdiction of organization dated as of a date within three (3) Business Days of the Closing Date; and
(e) such other instruments and documents as are required by any other provisions of this Agreement or any agreement executed in connection herewith to be delivered on the Closing Date by Buyer to Sellers.
Deliveries by Buyer to Sellers. At the Closing, Buyer shall deliver or cause to be delivered to Sellers:
(a) the Purchase Price by wire transfer of immediately available funds to such account or accounts as Sellers shall have specified in writing to Buyer prior to the Closing Date;
(b) the Assumption Agreement duly executed by Buyer pursuant to which Buyer assumes the Assumed Obligations;
(c) the Transition Services Agreement duly executed by Buyer;
(d) the Buyer Lease Agreement duly executed by Buyer;
(e) the Seller Lease Agreements duly executed by Buyer; and
(f) all other documents, instruments and writings required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement (including Section 11.1) or otherwise reasonably requested by Sellers in connection herewith.
Deliveries by Buyer to Sellers. At the Closing, Buyer shall deliver to the Seller Representative for the account of the Sellers the following:
(a) a wire transfer of immediately available funds (to such account or accounts as the Seller Representative shall have specified to Buyer at least two Business Days prior to the Closing) in an amount equal to the Initial Purchase Price, less the sum of (i) the Escrow Deposit and (ii) the Tax Withholding Amounts;
(b) a wire transfer of immediately available funds (to such account or accounts as the Lenders shall have specified to Buyer at least two Business Days prior to the Closing) in an amount equal to the Bank Credit Facility Pay-Off Amount;
(c) a wire transfer of immediately available funds (to such account or accounts as the Seller Representative shall have specified to Buyer at least two Business Days prior to the Closing) in an amount equal to the Subordinated Notes Pay-off Amount;
(d) the certificate referred to in Section 9.3;
(e) a certificate of the Secretary or an Assistant Secretary of the general partner of Buyer attesting to (i) the resolutions of the Board of Directors of the general partner of Buyer referred to in Section 9.6 and (ii) the incumbency and signature of each officer of the general partner of Buyer who has executed this Agreement and any other agreement or certificate executed and delivered by or on behalf of Buyer in connection with this Agreement or the Closing; and
(f) such other certificates and documents as the Seller Representative on behalf of all the Sellers or its counsel may reasonably request.
Deliveries by Buyer to Sellers. At the Closing, Buyer shall deliver (or cause to be delivered) to Sellers or to such other specified persons the following:
(A) Buyer shall deliver, from the Initial Purchase Price, $2,966,039.29 (the “Indemnity Escrow Amount”) by wire transfer of immediately available funds to the Escrow Agent pursuant to the Escrow Agreement;
(B) Buyer shall deliver, from the Initial Purchase Price, $8,715,366.99 (the “Debt Escrow Amount”) by wire transfer of immediately available funds to the Escrow Agent pursuant to the Escrow Agreement;
(C) Buyer shall deliver, from the Initial Purchase Price, $0.00 (the “Minority Escrow Amount”) by wire transfer of immediately available funds to the Escrow Agent pursuant to the Escrow Agreement;
(D) Buyer shall pay, $2,000,000 of the Initial Purchase Price with a promissory note issued by 21st Century of Florida Acquisition, LLC, attached as Exhibit F;
(E) Buyer shall pay, from the Initial Purchase Price and on behalf of the Sellers, the Indebtedness set forth in the payoff letters attached as Exhibit B-1 hereto by wire transfer of immediately available funds in accordance with the payment instructions set forth in such payoff letters;
(F) Buyer shall pay, from the Initial Purchase Price and on behalf of the Sellers, the amount required to discharge the Seller Expenses set forth on Exhibit B-2 hereto by wire transfer of immediately available funds in accordance with the payment instructions set forth on Exhibit B-2;
(G) Buyer shall pay the remainder of the Initial Purchase Price to each Seller at the Closing by wire transfer of immediately available funds, pro rata in accordance with the Equity Interest Percentages set forth on Schedule 2.2, to the account or accounts designated by Seller Representative not less than two Business Days prior to the date hereof;
(H) Buyer shall cause the Company to pay the Indebtedness set forth in the payoff letter attached Exhibit B-3 hereto by wire transfer of immediately available funds in accordance with the payment instructions set forth in such payoff letter;
(I) the Escrow Agreement, duly executed by Buyer; and
(J) each Ancillary Agreement to which Buyer or an Affiliate of Buyer is a party, duly executed by Buyer or such Affiliate, as applicable.
Deliveries by Buyer to Sellers. Buyer will deliver to Sellers: ------------------------------
(i) wire transfer of immediately available funds in an amount equal to the Cash Consideration;
(ii) the Junior Subordinated Note, in the form attached as Exhibit A hereto, duly executed by Buyer;
(iii) the Transition Services Agreement, duly executed by Buyer;
(iv) the Supply Agreement, duly executed by Buyer;
(v) the Track Supply Agreement, duly executed by Buyer; and
(vi) the certificates, opinions and other documents required to be delivered by Buyer pursuant to Section 5.2 hereof.
Deliveries by Buyer to Sellers. Buyer (or its assigns) shall pay (or caused to be paid) to Sellers an amount equal to the sum of the Base Purchase Price, minus (w) Indebtedness of the Company as of immediately prior to the Closing, minus (x) Seller Expenses, minus (y) the Indemnification Escrow Amount, and minus (z) Sellers’ Share of Lease Termination Payments, by wire transfer of immediately available funds to one or more accounts as designated by Sellers, such account or accounts to be designated by written notice to Buyer not less than two business days prior to the Closing Date. Each Seller acknowledges and agrees that Buyer shall not have any liability to any Seller in respect of such Seller’s share of the Purchase Price to the extent Buyer pays to the Sellers the Purchase Price in accordance with this Section 1.2(b)(ii).
Deliveries by Buyer to Sellers. At the Closing, Buyer shall deliver, or shall cause to be delivered, to Sellers the following:
(i) the Initial Cash Payment, in accordance with each Seller’s Pro Rata Share;
(ii) the certificate required by Section 7.3(c);
(iii) the Escrow Agreement, duly executed; and
(iv) all such other documents and instruments as may be reasonably required by Sellers to consummate the transactions contemplated by this Agreement.
Deliveries by Buyer to Sellers. At or prior to the Closing, Buyer will deliver to Sellers:
3.3.1. The Purchase Price as required by Section 1.3, together with any proration payment required to be paid on the Closing Date pursuant to Section 1.4, and the amount of any Transfer Taxes to be paid by Sellers as provided in Section 1.6;
3.3.2. A duly executed closing certificate of Buyer signed by the appropriate Officer or Buyer certifying as to the fulfillment of the conditions set forth in Section 4.2.1 and 4.2.2 of this Agreement in substantially the form attached as Exhibit C;
3.3.3. A duly executed Interim Process Agreement; and
3.3.4. A duly executed Assignment and Assumption Agreement in substantially the form attached as Exhibit A.
Deliveries by Buyer to Sellers. Buyer will deliver or cause to be delivered to Sellers:
(i) the Cash Consideration, by wire transfer of immediately available funds in the amounts and to the accounts designated in writing by Sellers to Buyer at least two business days prior to the Closing and as set forth on Schedule 2.8(a);
(ii) a counterpart of each of the Transaction Agreements, duly executed by Buyer;
(iii) a counterpart of the assignment and assumption agreement, duly executed by Buyer; and
(iv) a certificate duly executed by an executive officer of Buyer as to (a) the accuracy of Buyer’s representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.2(a) and (b) Buyer’s compliance with and performance of its covenants, agreements and obligations to be performed or complied with at or before the Closing in accordance with Section 6.2(b).
Deliveries by Buyer to Sellers. In connection with the Closing, Buyer shall deliver (or cause to be delivered) to the Sellers or to such other specified persons the following:
(A) on the Closing Date, the Promissory Notes, duly executed by 21st Century Oncology Holdings, Inc.;
(B) at Closing, employment agreement amendments between SFM and each Seller in form acceptable to such Seller, duly executed by SFM; and
(C) at Closing, an amount equal to the Cash Purchase Price by wire transfer of immediately available funds, pro rata in accordance with the Equity Interest Percentages set forth on Schedule 1.1, to the account or accounts designated by the Seller Representative.
