Common use of Deliveries of Seller Clause in Contracts

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim deed and a bxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.12. (i) Opinions from counsel for Seller in the form attached hereto as Exhibit L, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed by Seller. (l) Any audited, historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in accordance with GAAP) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as Exhibit J attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (m) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (o) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer Purchaser each of the following, in each case in form and substance reasonably satisfactory to BuyerPurchaser: (a) A governmental certificate, dated as of a date as near as practicable to The share certificate representing the Closing, showing that Seller (i) is duly organized and in good standing Shares in the state name of organization of Seller, and (ii) is qualified to do business the registered holder or an indemnity in the state in which the Property is located.usual form reasonably acceptable to Purchaser; (b) A certificate stock transfer form in respect of the secretary (Shares duly executed by the registered holder in favor of Purchaser or the equivalent thereto its nominee(s) and, if none) required by Purchaser, a power of Seller attesting as to the incumbency attorney in favor of each manager, officer, and authorized representative of Seller who executes this Agreement and any such transferee generally in respect of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms voting rights of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.such Shares; (c) A quitclaim deed and a bxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) The share certificate representing the MVRSL Shares in the name of the registered holder or an indemnity in the usual form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) reasonably acceptable to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens.Purchaser; (d) A certificate of non-foreign status under Section 1445 stock transfer form in respect of the CodeMVRSL Shares duly executed by the registered holder in favor of Purchaser or its nominee(s) and, complying with the requirements if required by Purchaser, a power of attorney in favor of such transferee generally in respect of the Income Tax Regulations promulgated pursuant to voting rights of such Section.MVRSL Shares; (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as Repayment of the Closing.net amount of debt owed to the Company, the Subsidiaries or any of them in accordance with Section 1.5 hereof; (f) A true, correct and complete Rent Roll for the Property certified Non-Competition Agreement executed by Seller listing each resident as PRG in favor of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement.Purchaser (“PRG Non-Compete”); (g) Assignments A Novation Agreement in respect of an intra-group loan from Seller to the Property Agreements and Licenses from Seller, duly Company in the amount of EUR 17,585,976 (the “Novation Agreement”) executed by Seller.Seller in favor of Purchaser; (h) All third-party consents described in Section 7.12.A letter agreement regarding certain employment matters (the “Letter Agreement”) executed by Seller and PRG; (i) Opinions from counsel for A copy of the power of attorney of Seller appointing an attorney to act on its behalf and execute certain documents in connection with the form attached hereto as Exhibit L, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller.transactions contemplated hereby; and (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale A copy of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed resolutions adopted by Seller. (l) Any audited, historical financials of the board of directors of Seller and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in accordance with GAAP) required to allow PRG approving and authorizing the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities entry into and Exchange Commission with respect to the transactions contemplated by performance of their respective obligations under this Agreement. AdditionallyPurchaser and Seller hereby agree that all minute books, Seller shall provide Buyerregisters, but without expense to Sellerstock record books, with (a) an audit letter in substantially constitutional documents, corporate seals, client lists, files and other documents of the form as Exhibit J attached hereto Company, the Subsidiaries and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and MVRSL are in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the PropertyPurchaser. (m) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (o) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim warranty deed and a bxxx xxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property five (5) days prior to Closing, certified by Seller Seller, listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.127.11. (i) Opinions from counsel for Seller in the form attached hereto as Exhibit LAt no expense to Seller, regarding the due organization, good standing, power unaudited and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed by Seller. (l) Any audited, unreviewed historical financials financial statements and any representation from Seller related to matters related thereto (including, without limitation a representation other documents identified by Buyer that such audited financials have been prepared in accordance with GAAP) are reasonably required to allow the Buyer to comply with any reporting, discloserdisclosure, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission SEC with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as Exhibit J attached hereto and made a part hereofG hereto, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (m) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (oj) Such additional and customary information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim deed and a bxxx special warranty deed, xxxx of sale (with general special warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted LiensExceptions. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property five (5) days prior to Closing, certified by Seller Seller, listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments Duplicate counterpart originals of the Property Agreements Assignment and Assumption Agreement for the Lease and Licenses from Seller, duly executed by SellerSeller and joined by the Tenant in the form attached hereto as Exhibit E-1. (h) All third-party consents described in Section 7.127.10. (i) Opinions from counsel for Seller in the form attached hereto to the Seller Disclosure Letter as Exhibit LD, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required A duly executed non-competition side letter agreement in a form acceptable to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revokedBuyer. (k) A Transition Period Sublease, if applicable, duly Duly executed counterpart originals of the Amended and Restated Lease Agreement executed by Sellerthe Tenant. (l) Any audited, Unaudited and unreviewed historical financials financial statements and any representation from Seller related to matters related thereto (including, without limitation a representation other documents identified by Buyer that such audited financials have been prepared in accordance with GAAP) are required to allow the Buyer to comply with any reporting, discloserdisclosure, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission SEC with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as Exhibit J G attached hereto to the Seller Disclosure Letter and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (m) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (o) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title InsurerInsurer at Seller’s sole cost and expense; provided, however, that to the extent such items are required solely to issue any modifications, deletions or endorsements requested by Buyer to the Title Insurance other than Required Cure Item(s), then the cost thereof shall be borne equally by the parties pursuant to Section 9.4 and the parties shall each be separately and severally obligated for one-half (1/2) of the obligations and liabilities under any indemnities required for such requested modifications, deletions or endorsements other than Required Cure Item(s). (n) The original of the Lease Guaranty, duly executed by the Lease Guarantor. (o) The originals of the Loan Guaranties, duly executed by the Loan Guarantors.

Deliveries of Seller. At the Closing, Seller and Shareholder shall deliver or cause to be delivered to Buyer Purchaser the following, all of which shall be in each case in a form and substance reasonably satisfactory to Buyercounsel to Purchaser: (a) A governmental certificatea Xxxx of Sale in the form attached as Exhibit 2.1 conveying the Assets to Purchaser; (b) an assignment (which may be included in the Xxxx of Sale) with respect to all of Seller’s rights and obligations under the Contracts. (c) an Assignment of Warranties (which may be included in the Xxxx of Sale) assigning all warranties, guaranties and bonds applicable to the Assets or any part thereof; such assignment to provide that Seller will cooperate with Purchaser to secure performance by any warrantor for any work that Purchaser believes should be performed by any warrantor pursuant to such guaranties or warranties. (d) an instrument dated no more than ten (10) calendar days prior to the Closing Date showing there are no financing statements, judgments, taxes or other liens outstanding against the Seller or any of the Assets (other than the lien in favor of lenders of the Seller that will be paid with a portion of the Purchase Price at the Closing), certified by an officer of Seller to the effect that the information contained therein is true and correct as if such instrument or instruments were dated the Closing Date. (e) a copy of resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by the Secretary of that corporation as being true and correct copies of the originals thereof subject to no modifications or amendments; (f) a certificate of the President of Seller and a certificate of Shareholder, dated the Closing Date, as to the truth and correctness of the representations and warranties of Seller and Shareholder contained herein on and as of the Closing Date as provided for in Section 7.1; (g) a date as near as practicable to certificate of the ClosingPresident of Seller and a certificate of Shareholder, showing that Seller dated the Closing Date, (i) is duly organized as to the performance of and in good standing in compliance by Seller and Shareholder with all covenants contained herein on and as of the state of organization of Seller, Closing Date and (ii) certifying that all conditions precedent of Seller and Shareholder to the Closing have been satisfied as provided for in Section 7.2, including that all shareholders of Seller have approved the transaction; (h) a certificate of the President of Seller and a certificate of Shareholder, dated the Closing Date, as to the truth and correctness of the representations and warranties of Seller and Shareholder contained herein on and as of the Closing Date, as provided for in Sections 3.14(f)(i) through (v). (i) a certificate of the Secretary of Seller certifying as to the incumbency of the directors and officers of Seller and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Seller; (j) a certificate, dated within five (5) days of the Closing Date, of the Secretary of State and the Comptroller of the Currency of the State of Texas establishing that Seller is in existence, has paid all franchise taxes and otherwise is in good standing to transact business in its state of incorporation; (k) certificates, dated within five (5) days of the Closing Date, of the Secretaries of State of the states in which Seller is qualified to do business, to the effect that Seller is qualified to do business and is in the state good standing as a foreign corporation in which the Property is located.each of such states; (bl) A certificate an opinion of the secretary (or the equivalent thereto if none) of Seller attesting as Xxxxx & Ketchand, a professional corporation, counsel to the incumbency of each managerSeller, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim deed and a bxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied dated as of the Closing.Closing Date, pursuant to Section 7.3; (fm) A trueall authorizations, correct consents, approvals, permits and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement.licenses referenced in Section 3.4; (gn) Assignments of the Property Agreements an executed Employment Agreement between Purchaser and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.12. (i) Opinions from counsel for Seller Shareholder in the form attached hereto as Exhibit L, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller.9.1(n); (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed by Seller. (l) Any audited, historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in accordance with GAAP) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (ao) an audit letter in substantially the form as Exhibit J attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (m) A Holdback executed Key Employee Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller.2.2(b); (np) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates.endorsed vehicle certificates of title; (oq) Such additional informationSubordination Agreements in a form acceptable to Purchaser’ lenders; and (r) such other instrument or instruments of transfer as shall be necessary or appropriate, materials, affidavits and certificates as Buyer Purchaser or its counsel shall reasonably request request, to evidence vest in Purchaser good and marketable title to the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title InsurerAssets.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim deed and a bxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.12. (i) Opinions from counsel for Seller in the form attached hereto as Exhibit L, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed by Seller. (l) Any audited, historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in accordance with GAAP) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as Exhibit J attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (m) A Holdback Escrow Agreement in accordance with Section 10.5Pooling Agreement, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (on) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim deed and a bxxx special warranty deed, xxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens Encumbrances other than the Permitted Exceptions and Permitted LiensEncumbrances. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property five (5) days prior to Closing, certified by Seller Seller, listing each resident tenant as of the Closing, the unit, bed or room number of such resident, the amount of rent and other monthly or other fees to be paid by such residenttenant, the amount of security deposit, the date of the Resident Agreementlease agreement, and the expiration date of such Resident Agreementlease agreement. (g) Assignments of the Property Agreements Lease Agreement and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.127.8. (i) Opinions from counsel for Seller in the form attached hereto as Exhibit L, regarding the due organization, good standing, power Unaudited and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed by Seller. (l) Any audited, unreviewed historical financials financial statements and any representation from Seller related to matters related thereto (including, without limitation a representation other documents identified by Buyer that such audited financials have been prepared in accordance with GAAP) are required to allow the Buyer to comply with any reporting, discloserdisclosure, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission SEC with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as Exhibit J H attached hereto to the Seller Disclosure Letter and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (m) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (oj) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities documents as the Title Insurer Company may reasonably require to issue consummate the Title Insurance policies, the gap coverage and all endorsements transaction herein contemplated and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title InsurerCompany. (k) An estoppel certificate in the form attached hereto as Exhibit I. (l) A subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit J.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing (but in no event more than five (5) days prior to the Closing), showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim warranty deed and a bxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 C and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security depositany Resident Deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments Copies of audited financial statements of Tenant for calendar year 2013 and the Property Agreements period beginning April 1, 2012 and Licenses from Sellerending December 31, duly executed by Seller. (h) All third-party consents described in Section 7.12. (i) Opinions from counsel for Seller in the form attached hereto as Exhibit L, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed by Seller. (l) Any audited, historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in accordance with GAAP) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement2012. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter relating to Tenant in substantially the form as Exhibit J F attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of SellerSeller or Tenant, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (mh) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit MD, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (oi) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim warranty deed customary in the State of Ohio and a bxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.12. (i) Opinions from counsel for Seller in the form attached hereto as Exhibit L, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed by Seller. (j) The Guaranty, duly executed by Mxxxxxx Xxxxx, Rxxxx Xxxxxx and Pxxxxx Xxxxxxx, in the form attached hereto as Exhibit J. (k) The Intellectual Property License, duly executed by Seller in the form attached hereto as Exhibit N. (l) Any audited, historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in accordance with GAAPa way that accurately depicts the financial condition of the company) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as Exhibit J EXHIBIT I attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (m) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (o) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer Purchaser the following, all of which shall be in each case in a form and substance reasonably satisfactory to Buyercounsel to Purchaser: (a) A governmental certificate, dated as a xxxx of a date as near as practicable sale conveying the Personal Property to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located.Purchaser; (b) A certificate an assignment of each lease under which Seller is lessee or lessor assigning the secretary (or the equivalent thereto if none) interest of Seller attesting as therein to Purchaser, together with, in the incumbency case of each manageran assignment of a lessee's interest, officer, and authorized representative an owner's policy of Seller who executes this Agreement and any of title insurance showing the other Documents, certifying that resolutions and consents necessary for Seller lessee's interest under the lease to act be vested in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.Purchaser; (c) A quitclaim deed a deed, in a form satisfactory to counsel for Purchaser, conveying each item of Real Property to Purchaser, together with the standard form owner's title insurance policy for each item of Real Property insuring Purchaser that good, valid and a bxxx indefeasible title to such item of sale (with general warranty of title but disclaimers of warranty other than as Real Property is vested in Purchaser, subject only to title) in the standard form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens.exclusions; (d) A certificate assignments for all funds of non-foreign status under Section 1445 of the Code, complying Seller on deposit with the requirements of the Income Tax Regulations promulgated pursuant to such Section.banks or other persons (other than Excluded Assets); (e) A certificate that an Assignment Agreement in the conditions specified form attached as Exhibit B with respect to all of Seller's rights and obligations under the Commitments (the "Assignment"); (f) a copy of resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by the Secretary of Seller as being true and correct copies of the originals thereof subject to no modifications or amendments; (g) the certificates described in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller.above; (h) All third-party consents described a certificate, dated within thirty days of the Closing Date, of the Secretary of State of New York establishing that Seller is in Section 7.12.existence, has paid all franchise taxes and otherwise is in good standing to transact business in its state of incorporation; (i) Opinions from counsel for all authorizations, consents, approvals, permits and licenses referenced in Section 3.5; (j) an executed three-year Noncompetition Agreement among Purchaser, Seller and each Shareholder in the form attached hereto as Exhibit L, regarding C (the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked."Noncompetition Agreement"); and (k) A Transition Period Subleasesuch other instrument or instruments of transfer as shall be necessary or appropriate, if applicableas Purchaser or its counsel shall reasonably request, duly executed by Seller. (l) Any audited, historical financials to vest in Purchaser good and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in accordance with GAAP) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect marketable title to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense Assets that are personal property and good and indefeasible title to Seller, with (a) an audit letter in substantially the form as Exhibit J attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the PropertyAssets that are real property. (m) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (o) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A quitclaim warranty deed customary in the State of Ohio and a bxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.127.13. (i) Opinions from counsel for Seller in the form attached hereto as Exhibit L, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller. (j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, that there are no material violations or defaults under such Licenses, and that the sale of the Property will not cause such Licenses to be revoked. (k) A Transition Period Sublease, if applicable, duly executed by Seller. (j) The Guaranty, duly executed by Mxxxxxx Xxxxx, Rxxxx Xxxxxx and Pxxxxx Xxxxxxx, in the form attached hereto as Exhibit J. (k) The Intellectual Property License, duly executed by Seller in the form attached hereto as Exhibit N. (l) The Earnout Agreement, duly executed by Seller in the form attached hereto as Exhibit K. (m) Any audited, historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in accordance with GAAPa way that accurately depicts the financial condition of the company) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as Exhibit J EXHIBIT I attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property. (m) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Seller. (n) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Seller and its Affiliates. (o) Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.