Common use of Deliveries to Buyer Clause in Contracts

Deliveries to Buyer. At the Closing, on the terms and subject to the conditions of this Agreement, the Seller shall deliver, or shall cause to be delivered, to Buyer each of the following: (a) a copy of the Certificate of Formation of each of the Company (the “Company Certificate”) and its Subsidiaries that will execute any Seller Ancillary Agreement (each, a “Subsidiary Certificate”) (excluding OpCo and its Subsidiaries), Seller (the “Seller Certificate”) and OpCo (the “OpCo Certificate”) as of the Closing Date certified as of a recent date by the Secretary of State of the applicable jurisdiction; (b) (i) a certificate of good standing of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, issued as of a recent date by the Secretary of State of the applicable jurisdiction and (ii) with respect to each other Subsidiary of the Company, a certificate of the Secretary or Assistant Secretary of the Company that there have been no changes to the status of such Subsidiary under its jurisdiction of organization since the date of the certificate of good standing previously Delivered to Buyer with respect to such Subsidiary; (c) a certificate of each of the Secretary or Assistant Secretary of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the following matters for itself to the extent relevant: (i) no amendments to the Company Certificate or any Subsidiary Certificate, the Seller Certificate or the OpCo Certificate, as applicable, since a specified date; (ii) the operating agreement of the Company (the “Company Operating Agreement”), each of its Subsidiaries that will execute any Seller Ancillary Agreement, Seller (the “Seller Operating Agreement”) and OpCo, as applicable, in effect from the date hereof to immediately prior to the Closing; (iii) the resolutions of the governing bodies and the members, as applicable, of Seller, OpCo, the Company and each of its Subsidiaries that will execute any Seller Ancillary Agreement authorizing the execution and performance of this Agreement, any Seller Ancillary Agreements and the transactions contemplated hereby in accordance with the Delaware Limited Liability Company Act; and (iv) the incumbency of the officers of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo executing this Agreement and any Seller Ancillary Agreement; (d) the certificates contemplated by Sections 7.1 and 7.2, each duly executed by an authorized officer of Seller; (e) the Master Lease Agreement, duly executed by Genesis Operations, LLC; (f) copies of all consents, waivers or approvals obtained by Seller, the Company, the Company’s Subsidiaries or OpCo with respect to the consummation of the transactions contemplated by this Agreement; (g) duly executed resignations, effective as of the Closing Date, of each of the officers and directors of the Company and its Subsidiaries (excluding OpCo and its Subsidiaries); (h) the Escrow Agreement, dated the Closing Date, duly executed by Seller; (i) the Call and Exchange Agreement, duly executed by OpCo and the other parties thereto Affiliated with Seller; (j) a certification of non-foreign status of Seller, in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445-2(b); (k) minute books and equity ledger of the Company and each of its Subsidiaries (excluding OpCo and its Subsidiaries); (l) equity transfer powers regarding the Membership Interests; (m) the Adventist Portfolio Letter Agreement, duly executed by all parties thereto other than FC-GEN Real Estate, LLC; (n) the Amended and Restated OpCo LLC Agreement, duly executed by all equity holders of OpCo; (o) the sublease agreements for the Facilities set forth on Schedule 2.4(o), duly executed by OpCo and each subtenant (the “OpCo Subleases”); (p) the Meridian 7 Master Lease Agreement, duly executed by Genesis Operations II, LLC; (q) the guaranty in respect of (i) the Master Lease and (ii) the Lease Guarantees, duly executed by OpCo (the “OpCo Guaranty”); (r) the purchase option in favor of FC-JEN Leasing, LLC, or a Subsidiary thereof, in respect of the parcel of land adjacent to Heritage Center (MD) that is owned by FC-GEN Real Estate, LLC (the “Heritage Center Option”), duly executed by Odd Lot LLC; (s) the agreement regarding the possible closure of Facilities which, for the purpose of the Master Lease, shall not be included in the Bed Cap (as such term is defined in the Master Lease) (the “Bed Cap Agreement”), duly executed by Genesis Operations, LLC; (t) the agreement between Buyer and Seller in respect of the Xxxxx River Portfolio which shall provide that at Buyer’s direction, Seller shall exercise the purchase options in respect of the Xxxxx River Portfolio and promptly thereafter convey the fee interest in the properties to Buyer or its Subsidiaries, in each case, at Buyer’s sole cost and expense, and upon such transfer the Xxxxx River Portfolio shall become subject to the Master Lease (the “Xxxxx River Portfolio Agreement”), duly executed by Seller; (u) the agreement to be entered into between Buyer and Seller regarding the transfer of the interests in the Excluded JV Interests from Seller’s Subsidiaries to Buyer’s Subsidiaries (the “Excluded JV Interests Agreement”), duly executed by Seller; (v) the agreement among Buyer, OpCo, FC-GEN Real Estate, LLC and Genesis Operations, LLC regarding the reorganization of the Subsidiaries of OpCo (the “OpCo Reorganization Agreement”), duly executed by OpCo and Genesis Operations, LLC; (w) the Reorganization Agreement, duly executed by all parties thereto; and (x) such certificates of the Company and other documents as Buyer or its counsel may reasonably require (with the consent of Seller, which consent will not be unreasonably withheld) to consummate the transactions contemplated by this Agreement.

Deliveries to Buyer. At The following Persons shall make the Closing, on the terms and subject indicated deliveries to the conditions of this Agreement, the Buyer: (a) Seller shall deliver, or shall cause to be delivered, to Buyer each of deliver the following: (ai) a copy Bills of sale, instruments of transfer, assignment and conveyance, and other instruments in form and substance satisfactory to Buyer and sufficient to convey, transfer, and assign to Buyer and effectively vest in Buyer all right, title and interest in and to the Business and good and marketable title to the Acquired Assets, free and clear of all Liens. (ii) Warranty deeds in recordable and locally customary form describing the Owned Real Property and all easements, rights of way and uses which benefit the Owned Real Property in form and substance satisfactory to Buyer and sufficient to convey, transfer and assign to Buyer good and marketable title to the Owned Real Property subject only to exceptions permitted by Schedules 4.4(a) and 4.4(b) hereto. (iii) Possession of the Acquired Assets. (iv) A certificate of an officer of Seller certifying (i) that attached to such certificate are true and correct copies of the Certificate of Formation Incorporation and By-Laws of each Seller as in effect as of the Company Closing, (ii) that attached to such certificate are true and correct copies of resolutions adopted by the “Company Certificate”) Board of Directors of Seller authorizing the execution, delivery and its Subsidiaries performance of this Agreement by such company and that will execute any Seller Ancillary Agreement (each, a “Subsidiary Certificate”) (excluding OpCo such resolutions are in full force and its Subsidiaries), Seller (the “Seller Certificate”) and OpCo (the “OpCo Certificate”) effect as of the Closing Date certified as and (iii) the incumbency and signatures of a recent date by the officers of Seller who have executed this Agreement and the other instruments and documents delivered at the Closing on behalf of Seller. (v) A certificate from the Secretary of State of Delaware as to the applicable jurisdiction;good standing of Seller and listing all charter documents on file. (vi) Certification that Seller is not a foreign person subject to withholding under Section 1445 of the Code. (b) (i) a certificate of good standing of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, issued as of a recent date by the Secretary of State of the applicable jurisdiction and (ii) with respect to each other Subsidiary of the Company, a certificate of the Secretary or Assistant Secretary of the Company that there have been no changes to the status of such Subsidiary under its jurisdiction of organization since the date of the certificate of good standing previously Delivered shall deliver to Buyer with respect to such Subsidiary; (c) a certificate of each of the Secretary or Assistant Secretary of each of the Company other instruments and its Subsidiaries that will execute any Seller Ancillary Agreementdocuments as may be reasonably requested by, Seller and OpCo, dated the Closing Date, in form and substance reasonably satisfactory to, Buyer or its title insurance company in order to Buyer, as to the following matters for itself to the extent relevant: (i) no amendments to the Company Certificate or any Subsidiary Certificate, the Seller Certificate or the OpCo Certificate, as applicable, since a specified date; (ii) the operating agreement of the Company (the “Company Operating Agreement”), each of its Subsidiaries that will execute any Seller Ancillary Agreement, Seller (the “Seller Operating Agreement”) and OpCo, as applicable, in effect from the date hereof to immediately prior to the Closing; (iii) the resolutions of the governing bodies and the members, as applicable, of Seller, OpCo, the Company and each of its Subsidiaries that will execute any Seller Ancillary Agreement authorizing the execution and performance of this Agreement, any Seller Ancillary Agreements and the transactions contemplated hereby in accordance with the Delaware Limited Liability Company Act; and (iv) the incumbency of the officers of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo executing this Agreement and any Seller Ancillary Agreement; (d) the certificates contemplated by Sections 7.1 and 7.2, each duly executed by an authorized officer of Seller; (e) the Master Lease Agreement, duly executed by Genesis Operations, LLC; (f) copies of all consents, waivers or approvals obtained by Seller, the Company, the Company’s Subsidiaries or OpCo with respect to the consummation of the transactions contemplated by this Agreement; (g) duly executed resignations, effective as of Agreement to occur at the Closing Date, of each of the officers and directors of the Company and its Subsidiaries (excluding OpCo and its Subsidiaries); (h) the Escrow Agreement, dated the Closing Date, duly executed by Seller; (i) the Call and Exchange Agreement, duly executed by OpCo and the other parties thereto Affiliated with Seller; (j) a certification of non-foreign status of Seller, in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445-2(b); (k) minute books and equity ledger of the Company and each of its Subsidiaries (excluding OpCo and its Subsidiaries); (l) equity transfer powers regarding the Membership Interests; (m) the Adventist Portfolio Letter Agreement, duly executed by all parties thereto other than FC-GEN Real Estate, LLC; (n) the Amended and Restated OpCo LLC Agreement, duly executed by all equity holders of OpCo; (o) the sublease agreements for the Facilities set forth on Schedule 2.4(o), duly executed by OpCo and each subtenant (the “OpCo Subleases”); (p) the Meridian 7 Master Lease Agreement, duly executed by Genesis Operations II, LLC; (q) the guaranty in respect of (i) the Master Lease and (ii) the Lease Guarantees, duly executed by OpCo (the “OpCo Guaranty”); (r) the purchase option in favor of FC-JEN Leasing, LLC, or a Subsidiary thereof, in respect of the parcel of land adjacent to Heritage Center (MD) that is owned by FC-GEN Real Estate, LLC (the “Heritage Center Option”), duly executed by Odd Lot LLC; (s) the agreement regarding the possible closure of Facilities which, for the purpose of the Master Lease, shall not be included in the Bed Cap (as such term is defined in the Master Lease) (the “Bed Cap Agreement”), duly executed by Genesis Operations, LLC; (t) the agreement between Buyer and Seller in respect of the Xxxxx River Portfolio which shall provide that at Buyer’s direction, Seller shall exercise the purchase options in respect of the Xxxxx River Portfolio and promptly thereafter convey the fee interest in the properties to Buyer or its Subsidiaries, in each case, at Buyer’s sole cost and expense, and upon such transfer the Xxxxx River Portfolio shall become subject to the Master Lease (the “Xxxxx River Portfolio Agreement”), duly executed by Seller; (u) the agreement to be entered into between Buyer and Seller regarding the transfer of the interests in the Excluded JV Interests from Seller’s Subsidiaries to Buyer’s Subsidiaries (the “Excluded JV Interests Agreement”), duly executed by Seller; (v) the agreement among Buyer, OpCo, FC-GEN Real Estate, LLC and Genesis Operations, LLC regarding the reorganization of the Subsidiaries of OpCo (the “OpCo Reorganization Agreement”), duly executed by OpCo and Genesis Operations, LLC; (w) the Reorganization Agreement, duly executed by all parties thereto; and (x) such certificates of the Company and other documents as Buyer or its counsel may reasonably require (with the consent of Seller, which consent will not be unreasonably withheld) to consummate the transactions contemplated by this AgreementClosing.

Deliveries to Buyer. At the Closing, on Closing the terms and subject to the conditions of this Agreement, the Seller following shall deliver, or shall cause to be delivered, delivered to Buyer each of the followingunless otherwise waived by Buyer: (a) the Representative shall deliver a bxxx of sale transferring the Membership Interests owned by the Sellers being purchased hereunder dated the Closing Date; (b) the Company shall deliver resolutions duly adopted by the Executive Committee of the Company and the members of the Company authorizing the transactions which are the subject of this Agreement (the “Transactions”), certified by the President of the Company; (c) the Company shall deliver a copy of the Certificate of Formation of each and all amendments thereto of the Company (the “Company Certificate”) and its Subsidiaries that will execute any Seller Ancillary Agreement (each, a “Subsidiary Certificate”) (excluding OpCo and its Subsidiaries), Seller (the “Seller Certificate”) and OpCo (the “OpCo Certificate”) as of the Closing Date certified as of a recent date by the Secretary of State of the applicable jurisdiction; (b) (i) a certificate of good standing of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, issued as of a recent date by the Secretary of State of the applicable jurisdiction and (ii) New York, together with respect to each other Subsidiary of the Company, a certificate of the Secretary or Assistant Secretary President of the Company to the effect that there have been no changes amendments to the status of such Subsidiary under its jurisdiction of organization charter documents since the date of the certificate of good standing previously Delivered certifications referred to Buyer with respect to in such Subsidiary; (c) a certificate of each of the Secretary or Assistant Secretary of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the following matters for itself to the extent relevant: (i) no amendments to the Company Certificate or any Subsidiary Certificate, the Seller Certificate or the OpCo Certificate, as applicable, since a specified date; (ii) the operating agreement of the Company (the “Company Operating Agreement”), each of its Subsidiaries that will execute any Seller Ancillary Agreement, Seller (the “Seller Operating Agreement”) and OpCo, as applicable, in effect from the date hereof to immediately prior to the Closing; (iii) the resolutions of the governing bodies and the members, as applicable, of Seller, OpCo, the Company and each of its Subsidiaries that will execute any Seller Ancillary Agreement authorizing the execution and performance of this Agreement, any Seller Ancillary Agreements and the transactions contemplated hereby in accordance with the Delaware Limited Liability Company Act; and (iv) the incumbency of the officers of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo executing this Agreement and any Seller Ancillary Agreementsubsection; (d) the certificates contemplated Company shall deliver the consents of the third parties listed on Schedule 2.3 required for the consummation by Sections 7.1 and 7.2, each duly executed by an authorized officer the Company of Sellerthe Transactions; (e) the Master Lease Representative and the Sellers shall deliver an Indemnity and Non-Solicitation Agreement in a form mutually agreeable to the parties hereto (the “Indemnity and Non-Solicitation Agreement, duly executed by Genesis Operations, LLC”); (f) copies of all consents, waivers or approvals obtained by Seller, the Company, the Company’s Subsidiaries or OpCo with respect Exxxxx LLP (“Exxxxx”) shall deliver a Non-Competition Agreement in a form mutually agreeable to the consummation of parties hereto (the transactions contemplated by this “Non-Comp Agreement”); (g) duly executed resignations, effective as of Exxxxx shall deliver a Trademark License Agreement in a form mutually agreeable to the Closing Date, of each of parties hereto (the officers and directors of the Company and its Subsidiaries (excluding OpCo and its Subsidiaries“Trademark License”); (h) provided that it has obtained the Escrow Agreementconsent of SX Xxxxx Realty Corp. thereto, dated Exxxxx shall deliver a Sublease in a form mutually agreeable to the Closing Date, duly executed by Sellerparties hereto (the “Sublease”); (i) Exxxxx shall deliver a Transition Services Agreement in a form mutually agreeable to the Call and Exchange Agreement, duly executed by OpCo and parties hereto (the other parties thereto Affiliated with Seller“TSA”); (j) the Representative, the Sellers and an escrow agent reasonably acceptable to Buyer and the Representative (the “Escrow Agent”) shall deliver an Escrow Agreement in a certification of non-foreign status of Seller, in form and substance reasonably satisfactory mutually agreeable to Buyer, in accordance with Treas. Reg. § 1.1445-2(bthe parties hereto (the “Escrow Agreement”); (k) minute books and equity ledger the Company shall deliver a schedule setting forth a list of the Company Company’s accounts receivable (including the aging thereof) as of the Closing Date (each, a “Scheduled Receivable” and each of its Subsidiaries (excluding OpCo and its Subsidiariescollectively, the “Scheduled Receivables”);; and (l) equity transfer powers regarding the Membership Interests; (m) Company shall deliver its corporate records, together with the Adventist Portfolio Letter Agreement, duly executed by all parties thereto other than FC-GEN Real Estate, LLC; (n) the Amended and Restated OpCo LLC Agreement, duly executed by all equity holders of OpCo; (o) the sublease agreements for the Facilities set forth on Schedule 2.4(o), duly executed by OpCo and each subtenant (the “OpCo Subleases”); (p) the Meridian 7 Master Lease Agreement, duly executed by Genesis Operations II, LLC; (q) the guaranty in respect of (i) the Master Lease and (ii) the Lease Guarantees, duly executed by OpCo (the “OpCo Guaranty”); (r) the purchase option in favor of FC-JEN Leasing, LLC, or a Subsidiary thereof, in respect resignations of the parcel of land adjacent to Heritage Center (MD) that is owned by FC-GEN Real Estate, LLC (the “Heritage Center Option”), duly executed by Odd Lot LLC; (s) the agreement regarding the possible closure of Facilities which, for the purpose officers and members of the Master Lease, shall not be included in the Bed Cap (as such term is defined in the Master Lease) (the “Bed Cap Agreement”), duly executed by Genesis Operations, LLC; (t) the agreement between Buyer and Seller in respect Executive Committee of the Xxxxx River Portfolio which shall provide that at Buyer’s direction, Seller shall exercise the purchase options in respect of the Xxxxx River Portfolio and promptly thereafter convey the fee interest in the properties to Buyer or its Subsidiaries, in each case, at Buyer’s sole cost and expense, and upon such transfer the Xxxxx River Portfolio shall become subject to the Master Lease (the “Xxxxx River Portfolio Agreement”), duly executed by Seller; (u) the agreement to be entered into between Buyer and Seller regarding the transfer of the interests in the Excluded JV Interests from Seller’s Subsidiaries to Buyer’s Subsidiaries (the “Excluded JV Interests Agreement”), duly executed by Seller; (v) the agreement among Buyer, OpCo, FC-GEN Real Estate, LLC and Genesis Operations, LLC regarding the reorganization of the Subsidiaries of OpCo (the “OpCo Reorganization Agreement”), duly executed by OpCo and Genesis Operations, LLC; (w) the Reorganization Agreement, duly executed by all parties thereto; and (x) such certificates of the Company and other documents as Buyer or its counsel may reasonably require (with the consent of Seller, which consent will not be unreasonably withheld) to consummate the transactions contemplated by this AgreementCompany.

Deliveries to Buyer. At the Closing, on the terms and subject to the conditions of this Agreementor such earlier date as indicated below, the Seller shall deliver, or shall cause deliver the following to be delivered, to Buyer each of the followingBuyer: (ai) a copy of certificates evidencing the Certificate of Formation of Purchased Securities, duly endorsed (or accompanied by duly executed stock powers); (ii) counterparts to each of Transaction Document, duly executed by Seller, the Company (Majority Shareholder and/or the “Company Certificate”) and its Subsidiaries that will execute any Seller Ancillary Agreement (eachCompany, a “Subsidiary Certificate”) (excluding OpCo and its Subsidiaries)as applicable, Seller (the “Seller Certificate”) and OpCo (the “OpCo Certificate”) dated as of the Closing Date Date; (iii) good standing certificates with respect to Seller and the Company, certified as of a recent date by the applicable Secretary of State of the applicable jurisdictionstate of New Jersey and each other state in which the Company is qualified to do business, as of a date not more than five (5) Business Days prior to the Closing Date; (biv) (i) a certificate of good standing of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, issued as of a recent date by the Secretary of State of the applicable jurisdiction and (ii) with respect to each other Subsidiary of the Company, a certificate of the Secretary or Assistant Secretary equivalent officer of Seller certifying that (A) attached thereto are (1) true and complete copies of all Constituent Documents of the Seller and the Company that there have been no changes to and (2) resolutions adopted by the status Board authorizing the execution, delivery and performance of such Subsidiary under its jurisdiction of organization since this Agreement, the date other Transaction Documents and the consummation of the certificate of good standing previously Delivered to Buyer with respect to Transactions and (B) all such SubsidiaryConstituent Documents and resolutions are in full force and effect; (cv) a certificate the resignation of each member of the Secretary or Assistant Secretary board of each directors of the Company and its Subsidiaries of each officer of the Company, each effective upon consummation of the Closing; (vi) evidence in a form reasonably satisfactory to Buyer of the satisfaction of certain Indebtedness as set forth on Schedule 6.4 hereto; provided that will execute Buyer agrees that pay-off letters, in form and substance reasonably satisfactory to Buyer (which will, if necessary, include the authorization to release any security interest, pledge or hypothecation) may be provided by Seller Ancillary Agreement, Seller and OpCo, dated in lieu of evidence of satisfaction with respect to certain Indebtedness which shall be paid at Closing; (vii) evidence in a form reasonably satisfactory to Buyer of the Closing Datetermination of the Terminated Contracts; (viii) evidence, in form and substance reasonably satisfactory to Buyer, as to the following matters for itself to the extent relevant: (i) no amendments to the Company Certificate or any Subsidiary Certificate, that the Seller Certificate has obtained or the OpCo Certificatefiled, as applicable, since a specified date; each of the Consents and notices to Governmental Authorities set forth on Schedule 7.3(c); (iiix) the operating agreement of the Company Closing Tape no later than five (the “Company Operating Agreement”), each of its Subsidiaries that will execute any Seller Ancillary Agreement, Seller (the “Seller Operating Agreement”5) and OpCo, as applicable, in effect from the date hereof to immediately Business Days prior to the Closing; (iii) the resolutions of the governing bodies and the members, as applicable, of Seller, OpCo, the Company and each of its Subsidiaries that will execute any Seller Ancillary Agreement authorizing the execution and performance of this Agreement, any Seller Ancillary Agreements and the transactions contemplated hereby in accordance with the Delaware Limited Liability Company Act; and (iv) the incumbency of the officers of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo executing this Agreement and any Seller Ancillary Agreement; (dx) an updated copy of Schedule 9.2(e), if necessary, to reflect additional repurchase or indemnification demands that have arisen since the certificates contemplated by Sections 7.1 and 7.2, each duly executed by an authorized officer of Seller;date hereof; and (exi) the Master Lease Agreementan affidavit, duly executed by Genesis Operationsunder penalties of perjury, LLC; (f) copies of all consentsstating that Seller is not and has not been a real property holding corporation, waivers or approvals obtained by Seller, the Company, the Company’s Subsidiaries or OpCo with respect to the consummation of the transactions contemplated by this Agreement; (g) duly executed resignations, effective dated as of the Closing Date, of each of the officers and directors of the Company and its Subsidiaries (excluding OpCo and its Subsidiaries); (h) the Escrow Agreement, dated the Closing Date, duly executed by Seller; (i) the Call and Exchange Agreement, duly executed by OpCo and the other parties thereto Affiliated with Seller; (j) a certification of non-foreign status of Seller, in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445required under Treasury Regulation §1.897-2(b); (k2(h) minute books and equity ledger so that Buyer is exempt from withholding any portion of the Company and each of its Subsidiaries (excluding OpCo and its Subsidiaries); (l) equity transfer powers regarding the Membership Interests; (m) the Adventist Portfolio Letter Agreement, duly executed by all parties thereto other than FC-GEN Real Estate, LLC; (n) the Amended and Restated OpCo LLC Agreement, duly executed by all equity holders of OpCo; (o) the sublease agreements for the Facilities set forth on Schedule 2.4(o), duly executed by OpCo and each subtenant (the “OpCo Subleases”); (p) the Meridian 7 Master Lease Agreement, duly executed by Genesis Operations II, LLC; (q) the guaranty in respect of (i) the Master Lease and (ii) the Lease Guarantees, duly executed by OpCo (the “OpCo Guaranty”); (r) the purchase option in favor of FC-JEN Leasing, LLC, or a Subsidiary thereof, in respect of the parcel of land adjacent to Heritage Center (MD) that is owned by FC-GEN Real Estate, LLC (the “Heritage Center Option”), duly executed by Odd Lot LLC; (s) the agreement regarding the possible closure of Facilities which, for the purpose of the Master Lease, shall not be included in the Bed Cap (as such term is defined in the Master Lease) (the “Bed Cap Agreement”), duly executed by Genesis Operations, LLC; (t) the agreement between Buyer and Seller in respect of the Xxxxx River Portfolio which shall provide that at Buyer’s direction, Seller shall exercise the purchase options in respect of the Xxxxx River Portfolio and promptly thereafter convey the fee interest in the properties to Buyer or its Subsidiaries, in each case, at Buyer’s sole cost and expense, and upon such transfer the Xxxxx River Portfolio shall become subject to the Master Lease (the “Xxxxx River Portfolio Agreement”), duly executed by Seller; (u) the agreement to be entered into between Buyer and Seller regarding the transfer of the interests in the Excluded JV Interests from Seller’s Subsidiaries to Buyer’s Subsidiaries (the “Excluded JV Interests Agreement”), duly executed by Seller; (v) the agreement among Buyer, OpCo, FC-GEN Real Estate, LLC and Genesis Operations, LLC regarding the reorganization of the Subsidiaries of OpCo (the “OpCo Reorganization Agreement”), duly executed by OpCo and Genesis Operations, LLC; (w) the Reorganization Agreement, duly executed by all parties thereto; and (x) such certificates of the Company and other documents as Buyer or its counsel may reasonably require (with the consent of Seller, which consent will not be unreasonably withheld) to consummate the transactions contemplated by this AgreementPurchase Price thereunder.

Deliveries to Buyer. At the Closing, on Seller or the terms and subject to the conditions of this AgreementCompany, the Seller as is appropriate, shall deliver, or shall cause to be delivered, to Buyer each of the following: (a) a copy an assignment evidencing the sale, assignment, transfer and conveyance by Seller to Buyer of the Certificate Member Interests in accordance with the terms hereof in the form attached hereto as Exhibit “B” (the “Assignment”); (b) a certificate of Formation the Seller, dated as of each the Closing Date, (i) setting forth resolutions of the board of managers of the Seller authorizing the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and (ii) certifying that, other than as set forth therein, which disclosures shall not affect Buyer’s rights under this Agreement in any respect, (A) the representations and warranties of the Company (the “Company Certificate”) and its Subsidiaries that will execute any Seller Ancillary Agreement (each, a “Subsidiary Certificate”) (excluding OpCo set forth herein are true and its Subsidiaries), Seller (the “Seller Certificate”) and OpCo (the “OpCo Certificate”) correct in all material respects as of the Closing Date certified as of a recent date (except to the extent that such representations and warranties are qualified by the Secretary of State term “material” or contain terms such as “Material Adverse Effect” in which case such representations and warranties shall be true and correct in all respects) and (B) Seller and the Company have duly performed or complied with all of the applicable jurisdiction; (b) (i) a certificate of good standing of obligations and covenants to be performed or to which compliance by each of them is required under the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, issued as terms of a recent date by the Secretary of State of the applicable jurisdiction and (ii) with respect to each other Subsidiary of the Company, a certificate of the Secretary this Agreement at or Assistant Secretary of the Company that there have been no changes prior to the status of such Subsidiary under its jurisdiction of organization since the date of the certificate of good standing previously Delivered to Buyer with respect to such SubsidiaryClosing Date; (c) a certificate of the Seller attesting as to the incumbency and signature of each officer of the Seller, as applicable, who shall execute this Agreement and any other agreement in connection therewith on behalf of the Seller; (d) a certificate of the Company attesting as to the incumbency and signature of each officer of the Company, as applicable, who shall execute this Agreement and any other agreement in connection therewith on behalf of the Company, and certifying as being true and complete the copies attached to such certificate of the certificate of formation and operating agreement of the Company, each as in effect on such date; (e) a certificate of existence of the Company and each Subsidiary from the secretary of state of each state in which they are organized and a certificate of the good standing of the Company and each Subsidiary from each state in which they are organized, and a certificate of qualification of the Company and each Subsidiary as a foreign entity authorized to do business in each state in which they are so qualified, in each case dated as of a date not earlier than 10 days prior to the Closing Date; (f) the originals of all minute books, stock transfer records, electronic data and corporate and all other records of the TEAK Companies and, to the extent in the possession of the TEAK Companies, originals of the minute books, stock transfer records, electronic data and corporate and all other records of any other Subsidiary; (g) the resignation of each of the Secretary or Assistant Secretary present managers, directors and officers of (i) each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the following matters for itself to the extent relevant: (i) no amendments to the Company Certificate or any Subsidiary Certificate, the Seller Certificate or the OpCo Certificate, as applicable, since a specified date; (ii) the operating agreement of the Company (the “Company Operating Agreement”), each of its Subsidiaries that will execute any Seller Ancillary Agreement, Seller (the “Seller Operating Agreement”) and OpCo, as applicable, in effect from the date hereof to immediately prior to the Closing; (iii) the resolutions of the governing bodies and the members, as applicable, of Seller, OpCo, the Company and each of its Subsidiaries that will execute any Seller Ancillary Agreement authorizing the execution and performance of this Agreement, any Seller Ancillary Agreements and the transactions contemplated hereby in accordance with the Delaware Limited Liability Company Act; and (iv) the incumbency of the officers of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo executing this Agreement and any Seller Ancillary Agreement; (d) the certificates contemplated by Sections 7.1 and 7.2, each duly executed by an authorized officer of Seller; (e) the Master Lease Agreement, duly executed by Genesis Operations, LLC; (f) copies of all consents, waivers or approvals obtained by Seller, the Company, the Company’s Subsidiaries or OpCo with respect to the consummation of the transactions contemplated by this Agreement; (g) duly executed resignations, effective as of the Closing Date, of each of the officers and directors of the Company and its Subsidiaries (excluding OpCo and its Subsidiaries); (h) the Escrow Agreement, dated the Closing Date, duly executed by Seller; (i) the Call and Exchange Agreement, duly executed by OpCo and the other parties thereto Affiliated with Seller; (j) a certification of non-foreign status of Seller, in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445-2(b); (k) minute books and equity ledger of the Company and each of its Subsidiaries (excluding OpCo and its Subsidiaries); (l) equity transfer powers regarding the Membership Interests; (m) the Adventist Portfolio Letter Agreement, duly executed by all parties thereto other than FC-GEN Real Estate, LLC; (n) the Amended and Restated OpCo LLC Agreement, duly executed by all equity holders of OpCo; (o) the sublease agreements for the Facilities set forth on Schedule 2.4(o), duly executed by OpCo and each subtenant (the “OpCo Subleases”); (p) the Meridian 7 Master Lease Agreement, duly executed by Genesis Operations II, LLC; (q) the guaranty in respect of (i) the Master Lease and (ii) the Lease Guarantees, duly executed by OpCo (the “OpCo Guaranty”); (r) the purchase option in favor of FC-JEN Leasing, LLC, or a Subsidiary thereof, in respect of the parcel of land adjacent to Heritage Center (MD) that is owned by FC-GEN Real Estate, LLC (the “Heritage Center Option”), duly executed by Odd Lot LLC; (s) the agreement regarding the possible closure of Facilities which, for the purpose of the Master Lease, shall not be included in the Bed Cap (as such term is defined in the Master Lease) (the “Bed Cap Agreement”), duly executed by Genesis Operations, LLC; (t) the agreement between Buyer and Seller in respect of the Xxxxx River Portfolio which shall provide that at Buyer’s direction, Seller shall exercise the purchase options in respect of the Xxxxx River Portfolio and promptly thereafter convey the fee interest in the properties to Buyer or its Subsidiaries, in each case, at Buyer’s sole cost and expense, and upon such transfer the Xxxxx River Portfolio shall become subject to the Master Lease (the “Xxxxx River Portfolio Agreement”), duly executed by Seller; (u) the agreement to be entered into between Buyer and Seller regarding the transfer of the interests in the Excluded JV Interests from Seller’s Subsidiaries to Buyer’s Subsidiaries (the “Excluded JV Interests Agreement”), duly executed by Seller; (v) the agreement among Buyer, OpCo, FC-GEN Real Estate, LLC and Genesis Operations, LLC regarding the reorganization of the Subsidiaries of OpCo (the “OpCo Reorganization Agreement”), duly executed by OpCo and Genesis Operations, LLC; (w) the Reorganization Agreement, duly executed by all parties thereto; TEAK Companies and (x) such certificates of the Company and other documents as Buyer or its counsel may reasonably require (with the consent of Seller, which consent will not be unreasonably withheld) to consummate the transactions contemplated by this Agreement.

Deliveries to Buyer. At the Closing, on the terms and subject Seller is delivering to the conditions of this Agreement, the Seller shall deliver, or shall cause to be delivered, to Buyer each of the followingBuyer: (a) a copy of the Certificate of Formation of each of the Company (the “Company Certificate”) and its Subsidiaries that will execute any Seller Ancillary Agreement (each, a “Subsidiary Certificate”) (excluding OpCo and its Subsidiaries), Seller (the “Seller Certificate”) and OpCo (the “OpCo Certificate”) as of the Closing Date certified as of a recent date by the Secretary of State of the applicable jurisdiction; (b) (i) a certificate of good standing of each receipt for the payment of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, issued as of a recent date by the Secretary of State of the applicable jurisdiction and (ii) with respect to each other Subsidiary of the Company, a certificate of the Secretary or Assistant Secretary of the Company that there have been no changes to the status of such Subsidiary under its jurisdiction of organization since the date of the certificate of good standing previously Delivered to Buyer with respect to such Subsidiary; (c) a certificate of each of the Secretary or Assistant Secretary of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the following matters for itself to the extent relevant: (i) no amendments to the Company Certificate or any Subsidiary Certificate, the Seller Certificate or the OpCo Certificate, as applicable, since a specified date; (ii) the operating agreement of the Company (the “Company Operating Agreement”), each of its Subsidiaries that will execute any Seller Ancillary Agreement, Seller (the “Seller Operating Agreement”) and OpCo, as applicable, in effect from the date hereof to immediately prior to the Closing; (iii) the resolutions of the governing bodies and the members, as applicable, of Seller, OpCo, the Company and each of its Subsidiaries that will execute any Seller Ancillary Agreement authorizing the execution and performance of this Agreement, any Seller Ancillary Agreements and the transactions contemplated hereby in accordance with the Delaware Limited Liability Company Act; and (iv) the incumbency of the officers of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo executing this Agreement and any Seller Ancillary Agreement; (d) the certificates contemplated by Sections 7.1 and 7.2, each duly executed by an authorized officer of Seller; (e) the Master Lease Agreement, duly executed by Genesis Operations, LLC; (f) copies of all consents, waivers or approvals obtained by Seller, the Company, the Company’s Subsidiaries or OpCo with respect to the consummation of the transactions contemplated by this Agreement; (g) duly executed resignations, effective as of the Closing Date, of each of the officers and directors of the Company and its Subsidiaries (excluding OpCo and its Subsidiaries); (h) the Escrow Agreement, dated the Closing DatePurchase Price, duly executed by Seller; (iii) special warranty deeds, with Permitted Title Exceptions as defined in Section 7(f), for each county in which the Call Real Property is located, conveying and Exchange Agreementtransferring to Buyer title to the Real Property and its appurtenances, in substantially the form of Exhibit 6) a) (ii), each to be duly executed by OpCo Seller and the other parties thereto Affiliated with SellerBuyer; (jiii) a certification assignment and assumption agreements (“Assignments”) conveying and transferring to Buyer all of non-foreign status the right, title and interest of SellerSeller in, to and under the Contracts, the Permits and the Data, in form substantially the forms of Exhibit 6 (a) (iii) each to be duly executed by Seller and substance Buyer; (iv) evidence reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445-2(b); (k) minute books and equity ledger Buyer that all of the Company and each of its Subsidiaries (excluding OpCo and its Subsidiaries); (l) equity transfer powers regarding the Membership Interests; (m) the Adventist Portfolio Letter Agreement, duly executed by all parties thereto other than FC-GEN Real Estate, LLC; (n) the Amended and Restated OpCo LLC Agreement, duly executed by all equity holders of OpCo; (o) the sublease agreements for the Facilities set forth on Schedule 2.4(o), duly executed by OpCo and each subtenant (the “OpCo Subleases”); (p) the Meridian 7 Master Lease Agreement, duly executed by Genesis Operations II, LLC; (q) the guaranty in respect of (i) the Master Lease and (ii) the Lease Guarantees, duly executed by OpCo (the “OpCo Guaranty”); (r) the purchase option in favor of FC-JEN Leasing, LLC, or a Subsidiary thereof, in respect of the parcel of land adjacent to Heritage Center (MD) that is owned by FC-GEN Real Estate, LLC (the “Heritage Center Option”), duly executed by Odd Lot LLC; (s) the agreement regarding the possible closure of Facilities which, for the purpose of the Master Lease, shall not be included in the Bed Cap Consents (as such term is defined in the Master LeaseSection 7(d) (the “Bed Cap Agreement”), duly executed by Genesis Operations, LLC; (thereof) the agreement between Buyer and Seller in respect of the Xxxxx River Portfolio which shall provide that at Buyer’s direction, Seller shall exercise the purchase options in respect of the Xxxxx River Portfolio and promptly thereafter convey the fee interest in the properties to Buyer or its Subsidiaries, in each case, at Buyer’s sole cost and expense, and upon such transfer the Xxxxx River Portfolio shall become subject to the Master Lease (the “Xxxxx River Portfolio Agreement”), duly executed by Seller; (u) the agreement to be entered into between Buyer and Seller regarding the transfer of the interests in the Excluded JV Interests from Seller’s Subsidiaries to Buyer’s Subsidiaries (the “Excluded JV Interests Agreement”), duly executed by Sellerhave been obtained; (v) evidence reasonably satisfactory to Buyer that any Encumbrance to be Paid at Closing (as defined in Section 7 (f) hereof) existing on the agreement among BuyerPurchased Assets has been released or will be paid from Seller’s funds at Closing and released at Closing; (vi) a certificate signed by a Member or other authorized officer of Seller certifying as to the truthfulness, OpCo, FCcompleteness and accuracy of attached copies of resolutions of Seller’s Members authorizing the execution and delivery of this Agreement and the performance of all actions contemplated hereby; (vii) a certificate signed by a Member or other authorized officer of Seller certifying that Seller is not a foreign person in accordance with Section 1.1445-GEN Real Estate, LLC and Genesis Operations, LLC regarding the reorganization 2(b) of the Subsidiaries Treasury Regulations; (viii) a good standing certificate for Seller issued by the Commonwealth of OpCo Kentucky, dated not more than five (5) days prior to the Closing Date; (ix) a closing statement setting forth the prorations and costs allocated pursuant to this Agreement the cash due from Buyer and the net proceeds due to Seller (the “OpCo Reorganization AgreementClosing Statement”), duly executed by OpCo and Genesis Operations, LLC; (w) the Reorganization Agreement, duly executed by all parties thereto; and (x) such certificates of the Company and other documents or instruments as Buyer or its counsel may be reasonably require (with the consent of Seller, which consent will not be unreasonably withheld) necessary in order to consummate the transactions contemplated by this Agreement.

Deliveries to Buyer. At the Closing, on Seller or the terms and subject to the conditions of this AgreementCompany, the Seller as is appropriate, shall deliver, or shall cause to be delivered, to Buyer each of the following: (a) a copy an assignment evidencing the sale, assignment, transfer and conveyance by Seller to Buyer of the Certificate Member Interests in accordance with the terms hereof in the form attached hereto as Exhibit “B” (the “Assignment”); (b) a certificate of Formation the Seller, dated as of each the Closing Date, (i) setting forth resolutions of the board of managers of the Seller authorizing the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and (ii) certifying that, other than as set forth therein, which disclosures shall not affect Buyer’s rights under this Agreement in any respect, (A) the representations and warranties of the Company (the “Company Certificate”) and its Subsidiaries that will execute any Seller Ancillary Agreement (each, a “Subsidiary Certificate”) (excluding OpCo set forth herein are true and its Subsidiaries), Seller (the “Seller Certificate”) and OpCo (the “OpCo Certificate”) correct in all material respects as of the Closing Date certified as of a recent date (except to the extent that such representations and warranties are qualified by the Secretary of State term “material” or contain terms such as “Material Adverse Effect” in which case such representations and warranties shall be true and correct in all respects) and (B) Seller and the Company have duly performed or complied with all of the applicable jurisdiction; (b) (i) a certificate of good standing of obligations and covenants to be performed or to which compliance by each of them is required under the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, issued as terms of a recent date by the Secretary of State of the applicable jurisdiction and (ii) with respect to each other Subsidiary of the Company, a certificate of the Secretary this Agreement at or Assistant Secretary of the Company that there have been no changes prior to the status of such Subsidiary under its jurisdiction of organization since the date of the certificate of good standing previously Delivered to Buyer with respect to such SubsidiaryClosing Date; (c) a certificate of the Seller attesting as to the incumbency and signature of each officer of the Seller, as applicable, who shall execute this Agreement and any other agreement in connection therewith on behalf of the Seller; (d) a certificate of the Company attesting as to the incumbency and signature of each officer of the Company, as applicable, who shall execute this Agreement and any other agreement in connection therewith on behalf of the Company, and certifying as being true and complete the copies attached to such certificate of the certificate of formation and operating agreement of the Company, each as in effect on such date; (e) a certificate of existence of the Company and each Subsidiary from the secretary of state of each state in which they are organized and a certificate of the good standing of the Company and each Subsidiary from each state in which they are organized, and a certificate of qualification of the Company and each Subsidiary as a foreign entity authorized to do business in each state in which they are so qualified, in each case dated as of a date not earlier than 10 days prior to the Closing Date; (f) the originals of all minute books, stock transfer records, electronic data and corporate and all other records of the TEAK Companies and, to the extent in the possession of the TEAK Companies, originals of the minute books, stock transfer records, electronic data and corporate and all other records of any other Subsidiary; (g) the resignation of each of the Secretary or Assistant Secretary present managers, directors and officers of (i) each of the Company and its Subsidiaries that will execute the TEAK Companies and (ii) any Seller Ancillary Agreement, Seller and OpCo, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the following matters for itself other Subsidiary to the extent relevant: (i) no amendments to the Company Certificate appointed or otherwise designated by any Subsidiary Certificate, the Seller Certificate or the OpCo Certificate, as applicable, since a specified date; (ii) the operating agreement of the Company (the “Company Operating Agreement”), each of its Subsidiaries that will execute any Seller Ancillary Agreement, Seller (the “Seller Operating Agreement”) and OpCo, as applicable, in effect from the date hereof to immediately prior to the Closing; (iii) the resolutions of the governing bodies and the members, as applicable, of Seller, OpCo, the Company and each of its Subsidiaries that will execute any Seller Ancillary Agreement authorizing the execution and performance of this Agreement, any Seller Ancillary Agreements and the transactions contemplated hereby in accordance with the Delaware Limited Liability Company Act; and (iv) the incumbency of the officers of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo executing this Agreement and any Seller Ancillary Agreement; (d) the certificates contemplated by Sections 7.1 and 7.2, each duly executed by an authorized officer of Seller; (e) the Master Lease Agreement, duly executed by Genesis Operations, LLC; (f) copies of all consents, waivers or approvals obtained by Seller, the Company, the Company’s Subsidiaries or OpCo with respect to the consummation of the transactions contemplated by this Agreement; (g) duly executed resignations, effective as of the Closing Date, of each of the officers and directors of the Company and its Subsidiaries (excluding OpCo and its Subsidiaries)TEAK Companies; (h) the Escrow Agreementall evidence reasonably satisfactory to Buyer of all notices, dated the Closing Date, duly executed by Sellerconsents and waivers referenced on Schedule 5.3; (i) a Consulting Agreement in the Call and Exchange Agreement, duly form attached hereto as Exhibit “C” (the “Consulting Agreements”) executed by OpCo and each of the other parties thereto Affiliated with SellerPersons listed on Exhibit “E”; (j) a Non-competition Agreement in the form attached hereto as Exhibit “D” (the “Non-competition Agreements”) executed by each of the Persons listed on Exhibit “D-1”; (k) a certification of non-foreign status of Seller, Seller in the form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § prescribed by Treasury Regulation Section 1.1445-2(b); (k) minute books and equity ledger of the Company and each of its Subsidiaries (excluding OpCo and its Subsidiaries2(b)(2); (l) equity transfer powers regarding evidence reasonably satisfactory to Buyer of the Membership Interests;termination of each Confidentiality and Non-Compete Agreement; and (m) the Adventist Portfolio Letter Agreement, duly executed by all parties thereto other than FC-GEN Real Estate, LLC; (n) the Amended and Restated OpCo LLC Agreement, duly executed by all equity holders of OpCo; (o) the sublease agreements for the Facilities set forth on Schedule 2.4(o), duly executed by OpCo and each subtenant (the “OpCo Subleases”); (p) the Meridian 7 Master Lease Agreement, duly executed by Genesis Operations II, LLC; (q) the guaranty in respect of (i) the Master Lease and (ii) the Lease Guarantees, duly executed by OpCo (the “OpCo Guaranty”); (r) the purchase option in favor of FC-JEN Leasing, LLC, or a Subsidiary thereof, in respect of the parcel of land adjacent to Heritage Center (MD) that is owned by FC-GEN Real Estate, LLC (the “Heritage Center Option”), duly executed by Odd Lot LLC; (s) the agreement regarding the possible closure of Facilities which, for the purpose of the Master Lease, shall not be included in the Bed Cap (as such term is defined in the Master Lease) (the “Bed Cap Agreement”), duly executed by Genesis Operations, LLC; (t) the agreement between Buyer and Seller in respect of the Xxxxx River Portfolio which shall provide that at Buyer’s direction, Seller shall exercise the purchase options in respect of the Xxxxx River Portfolio and promptly thereafter convey the fee interest in the properties to Buyer or its Subsidiaries, in each case, at Buyer’s sole cost and expense, and upon such transfer the Xxxxx River Portfolio shall become subject to the Master Lease (the “Xxxxx River Portfolio Agreement”), Escrow Agreement duly executed by Seller; (u) the agreement to be entered into between Buyer and Seller regarding the transfer of the interests in the Excluded JV Interests from Seller’s Subsidiaries to Buyer’s Subsidiaries (the “Excluded JV Interests Agreement”), duly executed by Seller; (v) the agreement among Buyer, OpCo, FC-GEN Real Estate, LLC and Genesis Operations, LLC regarding the reorganization of the Subsidiaries of OpCo (the “OpCo Reorganization Agreement”), duly executed by OpCo and Genesis Operations, LLC; (w) the Reorganization Agreement, duly executed by all parties thereto; and (x) such certificates of the Company and other documents as Buyer or its counsel may reasonably require (with the consent of Seller, which consent will not be unreasonably withheld) to consummate the transactions contemplated by this Agreement.