Common use of Deliveries by Company Clause in Contracts

Deliveries by Company. At the Closing, Company will deliver, or cause to be delivered, the following to Contractor: 4.2.1 the SNF PSA, duly executed and delivered by Company as Seller thereunder; 4.2.2 the PLR; 4.2.3 the other Ancillary Agreements to which Company is a party, duly executed and delivered by Company and such other Persons (other than Contractor, or any Parent Guarantor or other Affiliate of Contractor) as indicated therein, as applicable; 4.2.4 the First Amendment to DSA, duly executed and delivered by Company; 4.2.5 copies of any and all governmental and other third party consents, waivers or approvals obtained by Company with respect to the consummation of the transactions contemplated by this Agreement and the SNF PSA, including the Company’s Required Regulatory Approvals obtained by Company; 4.2.6 the procedures to be maintained and implemented by Company in accordance with Attachment 14-B; 4.2.7 copies, certified by the Secretary or any Assistant Secretary of Company, of corporate resolutions authorizing the execution and delivery of this Agreement, the Ancillary Agreements and any other agreements and instruments to be executed and delivered by Company in connection herewith, and the consummation of the transactions contemplated hereby; 4.2.8 a certificate of the Secretary or any Assistant Secretary of Company identifying the name and title and bearing the signatures of the officers of Company authorized to execute and deliver this Agreement, the Ancillary Agreements and the other agreements and instruments contemplated hereby and thereby; 4.2.9 a certificate of good standing with respect to Company issued by the Secretary of State of the State of Florida no earlier than ten (10) days prior to the Closing Date; and 4.2.10 such other agreements, consents, documents, instruments and writings as are required to be delivered by Company at or prior to the Closing Date pursuant to this Agreement, the SNF PSA or the Ancillary Agreements or otherwise reasonably required in connection herewith or therewith.

Deliveries by Company. At the Closing, The Company will deliver, agrees to deliver (or cause to be delivered, ) to Purchaser and Merger Sub at the Closing on the Closing Date the following agreements and documents, all reasonably satisfactory in form and substance to ContractorPurchaser, Merger Sub and their legal counsel: 4.2.1 the SNF PSA, duly executed and delivered by Company as Seller thereunder; 4.2.2 the PLR; 4.2.3 the other Ancillary Agreements to which Company is a party, duly executed and delivered by Company and such other Persons (other than Contractor, or any Parent Guarantor or other Affiliate of Contractora) as indicated therein, as applicable; 4.2.4 the First Amendment to DSA, duly executed and delivered by Company; 4.2.5 copies of any and all governmental and other third party consents, waivers or approvals obtained by Company with respect to the consummation of the transactions contemplated by this Agreement and the SNF PSA, including the Company’s Required Regulatory Approvals obtained by Company; 4.2.6 the procedures to be maintained and implemented by Company in accordance with Attachment 14-B; 4.2.7 copies, certified by the Secretary or any Assistant Secretary of Company, of corporate resolutions authorizing the execution and delivery of this Agreement, the Ancillary Agreements and any other agreements and instruments to be executed and delivered by Company in connection herewith, and the consummation of the transactions contemplated hereby; 4.2.8 a certificate of the Secretary or any Assistant Secretary of Company identifying the name and title and bearing the signatures of the officers of Company authorized to execute and deliver this Agreement, the Ancillary Agreements and the other agreements and instruments contemplated hereby and thereby; 4.2.9 a certificate of good standing with respect and/or subsistence, dated as of a recent date prior to Company the Closing, issued by the Secretary of State of the State of Florida no earlier than ten Delaware and of each other jurisdiction in which the Company is required to be qualified to do business; (10b) days prior to all corporate minute and stock books, stock ledgers and corporate seals of the Company; (c) written resignations of all officers and members of the Board of Directors of the Company; (d) evidence of receipt of all consents set forth on Schedule 5.06; (e) a certificate of an officer of the Company in a form approved in advance by Purchaser, dated the Closing Date; and, certifying that attached thereto is (A) a true, correct and complete certified copy of the Certificate of Incorporation of the Company, (B) a true, correct and complete copy of the by-laws of the Company, and (C) a true, correct and complete copy of any resolutions adopted by the Board of Directors of the Company or the Stockholders relating to this Agreement or the transactions contemplated hereby, in each case as are then in full force and effect; 4.2.10 (f) a duly executed Lock-Up Agreement signed by each of the Principal Stockholders, in the form of Exhibit C-1 hereto; (g) Accredited Investor Questionnaires duly signed and completed by all Company Stockholders in the form of Exhibit D hereto; (h) a duly executed Voting Agreement signed by each of the Principal Stockholders, in the form of Exhibit E hereto; (i) a duly executed Escrow Agreement signed by the Company, in the form of Exhibit H hereto; (j) such other agreements, consents, documents, documents and instruments and writings as are may be reasonably required to be delivered by Company at or prior effectuate the terms of this Agreement and to comply with the Closing Date pursuant to this Agreement, the SNF PSA or the Ancillary Agreements or otherwise reasonably required in connection herewith or therewithterms hereof.

Deliveries by Company. At or prior to the Closing, Company will delivershall deliver to Buyer, or cause to be delivered, the following to Contractor: 4.2.1 the SNF PSA, duly in each event executed and delivered by Company as Seller thereunder; 4.2.2 the PLR; 4.2.3 the other Ancillary Agreements to which Company is a party, duly executed and delivered by Company and the Owners parties thereto: (i) the Conveyance Documents (including, but not limited to, a bill of sale, and a warranty deed), in the form attached herxxx as Exhibit B; (ii) the opinion of counsel to the Company in the form attached hereto as Exhibit A; (iii) such certificates as to incumbency, as to the correctness of representations and warranties and the performance of covenants, as to corporate and/or partnership actions, as to corporate and/or partnership documents, as to good standing, as to the Conversion and otherwise as Buyer shall have requested; (iv) a Limited Liability Company Agreement (the "Limited Liability Company Agreement"), in the form attached hereto as Exhibit C; (v) employment agreements (the "Employment Agreements"), in the forms attached as Exhibits D-1 through D-4; (vi) a Registration Rights Agreement (the "Registration Rights Agreement"), in the form attached hereto as Exhibit E; (vii) [RESERVED]; (viii) [RESERVED]; (ix) all consents, waivers and approvals necessary or desirable to effectuate the transactions contemplated herein; (x) documents evidencing the release of all Liens on any Assets; and (xi) possession of all originals (except for originals of tax documents and corporate and/or partnership records for which Company shall deliver only copies thereof to Buyer) and copies of agreements, instruments, documents, deeds, books, records, files and other Persons (other than Contractor, data and information within the possession of Company or any Parent Guarantor or other Affiliate of ContractorCompany pertaining to Company, whether in paper or electronic form (collectively, the "Records"); provided, however, that Company may retain (1) as indicated therein, as applicable; 4.2.4 the First Amendment to DSA, duly executed and delivered by Company; 4.2.5 copies of any Records that Company is reasonably likely to need for complying with requirements of law; and all governmental and other third party consents, waivers or approvals obtained by Company with respect to (2) copies of any Records that in the consummation of the transactions contemplated by this Agreement and the SNF PSA, including the Company’s Required Regulatory Approvals obtained by Company; 4.2.6 the procedures to be maintained and implemented by Company in accordance with Attachment 14-B; 4.2.7 copies, certified by the Secretary or any Assistant Secretary of Company, of corporate resolutions authorizing the execution and delivery of this Agreement, the Ancillary Agreements and any other agreements and instruments to be executed and delivered by Company in connection herewith, and the consummation of the transactions contemplated hereby; 4.2.8 a certificate of the Secretary or any Assistant Secretary reasonable opinion of Company identifying the name and title and bearing the signatures of the officers of Company authorized to execute and deliver this Agreement, the Ancillary Agreements and the other agreements and instruments contemplated hereby and thereby; 4.2.9 a certificate of good standing with respect to Company issued by the Secretary of State of the State of Florida no earlier than ten (10) days prior to the Closing Date; and 4.2.10 such other agreements, consents, documents, instruments and writings as are required to will be delivered by Company at or prior to the Closing Date pursuant to this Agreement, the SNF PSA or the Ancillary Agreements or otherwise reasonably required in connection herewith or therewithwith the performance of its obligations hereunder.

Deliveries by Company. At (a) On or prior to the Closingdate hereof, Company will has delivered to Purchaser copies of Schedule 1.1(h) and Schedule 3.13(f), which have been prepared as if the date hereof was the Closing Date; (b) On the third Business Day prior to the Closing Date, Company shall deliver to Purchaser: (i) copies of Schedule 1.1(h) and Schedule 3.13(f), which shall be prepared as of the Closing Date; (ii) a true, correct and complete list of the Accounts Receivable, including the aging thereof as of the third Business Day prior to the Closing Date; and (iii) a true and complete list of all Inventory as of the third Business Day prior to the Closing Date, the value thereof and the address at which such Inventory is located. (c) On or prior to the Closing Date, Company and the Shareholders, as appropriate, shall deliver, or cause to be delivered, to Purchaser the following to Contractorfollowing: 4.2.1 (i) the SNF PSAexecuted Escrow Agreement, duly executed Assignment and delivered by Company as Seller thereunderAssumption Agreement and Xxxx of Sale; 4.2.2 (ii) a certificate executed by the PLR; 4.2.3 Secretary of Company, dated as of the other Ancillary Agreements Closing Date, certifying as to which (A) the Certificate of Incorporation and bylaws of Company; (B) resolutions adopted by the Company is a party, duly executed and delivered by Company and such other Persons (other than Contractor, or any Parent Guarantor or other Affiliate of Contractor) as indicated therein, as applicable; 4.2.4 the First Amendment Board relating to DSA, duly executed and delivered by Company; 4.2.5 copies of any and all governmental and other third party consents, waivers or approvals obtained by Company with respect to the consummation of the transactions contemplated by this Agreement and the SNF PSA, including Ancillary Agreements; (C) the Company’s Required Regulatory Approvals obtained by Company; 4.2.6 the procedures to be maintained and implemented by good standing of Company in accordance with Attachment 14-B; 4.2.7 copies, certified by the Secretary or any Assistant Secretary State of Company, of corporate resolutions authorizing the execution Tennessee; (D) incumbency; and delivery of this Agreement, the Ancillary Agreements and any other agreements and instruments to be executed and delivered by Company in connection herewith, and the consummation of the transactions contemplated hereby; 4.2.8 a certificate of the Secretary or any Assistant Secretary of Company identifying the name and title and bearing the (E) specimen signatures of the officers of Company authorized executing this Agreement and the Ancillary Agreements; (iii) such bills of sale, instruments of transfer, assignment and conveyance and other instruments as Purchaser shall deem necessary or appropriate to execute convey, transfer and deliver this Agreementassign to Purchaser and effectively vest in Purchaser all right, title and interest in and to, and good and marketable title to, the Ancillary Agreements Acquired Assets, free and clear of any Encumbrances, other than Permitted Encumbrances, including, without limitation, instruments of assignment of the other agreements Assumed Contracts and instruments contemplated hereby and therebyall necessary assignments of Business Intellectual Property to Purchaser; 4.2.9 a certificate of good standing with respect (iv) evidence satisfactory to Company issued by the Secretary of State Purchaser of the State removal of Florida no earlier Encumbrances, other than ten Permitted Encumbrances, on the Acquired Assets; (10v) days prior to the opinion of Xxxxxxxxx & Xxxxxxx, a Law Corporation, counsel for Company, dated as of the Closing Date, a copy of which is attached hereto as Exhibit E; (vi) such keys, passwords, codes, lock and safe combinations and other similar items as Purchaser shall require to obtain immediate and full possession and control of the Acquired Assets; (vii) copies of all Material Consents; (viii) all Business Records; (ix) executed Employment Agreements or consulting agreements between Purchaser and each of the persons listed in Schedule 1.1(d); (x) a duly executed certificate of an executive officer of Company certifying the fulfillment of the conditions set forth in Section 7.1(a); and 4.2.10 (xi) such other agreements, consents, documents, instruments documents and writings items as are required to be delivered by Company at or prior to the Closing Date pursuant to this Agreement, the SNF PSA or the Ancillary Agreements or otherwise Purchaser reasonably required in connection herewith or therewithrequests.