Common use of Documents to be Delivered to Buyer by Seller Clause in Contracts

Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver to cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) The opinions of Seller's counsel and FCC counsel, dated the Closing Date, to the effect set forth in Section 6.5; (b) Governmental certificates, dated as of a date as near as reasonably practicable to the Closing Date, showing that Seller is duly organized and in good standing as a limited liability company in the State of Delaware and is qualified to do business and in good standing in the State of Florida; (c) A certificate of a duly authorized managing member of Seller attesting as to the incumbency of each signatory of Seller who executes this Agreement and any of the other Documents and to similar customary matters; (d) A bill xx sale and other instruments of transfer and conveyance transferring the Sale Assets to Buyer, in form reasonably acceptable to Buyer; (e) The certificate described in Section 6.1(b); (f) A written instruction of Seller to Escrow Agent instructing the Escrow Agent to distribute the Earnxxx Xxxey as prescribed in Section 2.4; (g) The consents or waivers prescribed in Section 6.6; and (h) Such additional information and materials as Buyer shall have reasonably requested to evidence the satisfaction of the conditions to its obligation to close hereunder, including without limitation, any documents expressly required by this Agreement to be delivered by Seller at Closing.

Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver to or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) The opinions of Seller's counsel and FCC counsel, dated the Closing Date, to the effect set forth in Section 6.56.6; (b) Governmental certificates, dated as of a date as near as reasonably practicable to the Closing Date, showing that Seller is duly organized formed and in good standing as a limited liability company in the State of Delaware and is qualified to do business and in good standing in under the State laws of FloridaIndiana; (c) A certificate of a duly authorized managing member the Secretary (or Assistant Secretary) of Seller Seller's general partner attesting as to the incumbency of each signatory officer of Seller Seller's general partner who executes this Agreement and any of the other Documents and to similar customary matters; (d) A bill xx xxxx of sale and other instruments of transfer and conveyance transferring the Sale Assets to Buyer, in form reasonably acceptable (except the Owned Real Property) to Buyer; (e) A general warranty deed, in a form recordable in the State of Indiana, for each parcel of the Owned Real Property, which deed shall convey insurable, fee simple title for that parcel free and clear of all Liens except the Permitted Tax Lien and the Other Permitted Exceptions. (f) A certificate of nonforeign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such section; (g) An executed certificate in the form attached as Exhibit B to the Escrow Agreement; (h) The certificate described in Section 6.1(b); (f) A written instruction of Seller to Escrow Agent instructing the Escrow Agent to distribute the Earnxxx Xxxey as prescribed in Section 2.4; (g) The consents or waivers prescribed in Section 6.6; and (hi) Such additional information and materials as Buyer shall have reasonably requested to evidence the satisfaction of the conditions to its obligation to close 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, and any other documents expressly required by this Agreement to be delivered by Seller at Closing.

Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver to or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) The opinions of Seller's counsel and FCC counsel, dated the Closing Date, to the effect set forth in Section 6.5; (b) Governmental certificates, dated as of a date as near as reasonably practicable to the Closing Date, showing that Seller (i) each entity defined herein as "Seller," and each general partner of such entities, is duly organized and in good standing as a limited liability company in the State state of Delaware organization of such entity, and (ii) each Facility Owner is qualified to do business and in good standing in the State of Florida;Delaware and qualified to do business in the state in where the Facility it owns is located. (cb) A certificate of a duly authorized managing member the Secretary or Assistant Secretary of Seller (or the general partner of Seller, as the case may be) attesting as to the incumbency of each signatory officer of Seller (or the general partner of Seller, as the case may be) who executes this Agreement and any of the other Documents and to similar customary matters;. (dc) A bill xx sale and other instruments of transfer and conveyance transferring the Sale Owned Assets held or owned by Seller to Lessee. (d) An agreement of assignment and conveyance transferring the Interests to Buyer, in form reasonably acceptable to Buyer;. (e) A certificate of nonforeign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such section. (f) The certificate described in Section 6.1(b7.1(b); (f) A written instruction of Seller to Escrow Agent instructing the Escrow Agent to distribute the Earnxxx Xxxey as prescribed in Section 2.4;. (g) The consents A true, correct and complete list certified by an officer of Seller, of each resident of the Facilities as of the Closing Date, which list shall specify the unit, bed or waivers prescribed in Section 6.6; androom number of such resident, and the amount of the monthly fees to be paid by such resident (including room, meal and other applicable monthly fees). (h) Assignment and Assumption of Leases and Deposits for each Facility from Seller to the corresponding Lessee in the form attached hereto as Exhibit S, duly executed by Seller and each such Lessee. (i) Assignment and Assumption of contracts and Other Interests for each Facility from Seller to the corresponding Lessee in the form attached hereto as Exhibit T, duly executed by Seller and each such Lessee. (j) Assignment and Assumption of Other Interests for each Facility from Seller to the corresponding Facility Owner in the form attached hereto as Exhibit U, duly executed by Seller and each such Facility Owner. (k) A letter agreement from Seller and Operator in favor of Buyer confirming their obligations under Section 6.12 above. (l) Authority opinions from counsel for Seller regarding the due organization, good standing, power, authority, and due execution of this Agreement and all other Documents by Seller and SALII, of the Facility Operating Agreements by SALMX xxx the leases between the Facility Owners and Lessees by the Facility Owners. (m) A rent roll for each of the Facilities, certified on the Closing Date, in the form attached hereto as Exhibit V. (n) Letters from local counsel for each of the Facilities addressing such matters regarding the Licenses as may be reasonably requested by Buyer. (i) a Certificate of Compliance, in form and substance reasonably satisfactory to Buyer, relating to the Order of Conditions recorded in the land records of Norfolk County, Massachusetts at Book 11796, Page 343; (ii) an original, signed termination statement terminating the UCC Financing Statement UC97019183 naming Sunrise Cohasset as debtor and Fleet National Bank as secured party; and (iii) a signed termination statement terminating the UCC Financing Statement 055374 naming Sunrise Paramus as debtor and Nations Bank, N.A. as secured party. (p) Documentation reasonably satisfactory to Buyer terminating the existing Management Agreements governing the operation of the Facilities by SALMX. (q) Such additional information and materials as Buyer shall have reasonably requested to evidence the satisfaction of the conditions to its obligation to close 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 require to issue non-imputation endorsements, and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be required by the Title Insurer.

Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver to or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) The opinions opinion of Seller's counsel and FCC counsel, dated the Closing Date, to the effect set forth in Section 6.56.6; (b) Governmental certificates, dated as of a date as near as reasonably practicable to the Closing Date, showing that Seller is duly organized formed and in good standing as a limited liability company in the State of Delaware Illinois and is qualified to do business and in good standing under the laws of the jurisdictions listed in the State of FloridaSchedule 3.1; (c) A certificate of a duly authorized managing member the Secretary of Seller attesting as to the incumbency of each signatory officer of Seller who executes this Agreement and any of the other Documents and to similar customary matters; (d) A bill xx sale and other instruments of transfer and conveyance transferring the Sale Assets to Buyer, in form reasonably acceptable (except the Real Property) to Buyer; (e) A general warranty deed, in a form recordable in the State of Illinois, for the Real Property, which deed shall convey insurable, fee simple title for that parcel free and clear of all Liens except the Permitted Tax Lien and the Other Permitted Exceptions. (f) A certificate of nonforeign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such section; (g) The Consulting Agreement executed by Owner; (h) The certificate described in Section 6.1(b); (f) A written instruction of Seller to Escrow Agent instructing the Escrow Agent to distribute the Earnxxx Xxxey as prescribed in Section 2.4; (g) The consents or waivers prescribed in Section 6.6; and (hi) Such additional information and materials as Buyer shall have reasonably requested to evidence the satisfaction of the conditions to its obligation to close 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, and any other documents expressly required by this Agreement to be delivered by Seller at Closing.

Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver to or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) The opinions of Seller's counsel and FCC counsel, dated the Closing Date, to the effect set forth in Section 6.5; (b) Governmental certificates, dated as of a date as near as reasonably practicable to the Closing Date, showing that Seller is duly organized and in good standing as a limited liability company in the State state of Delaware and is qualified to do business and in good standing in the State of Florida;its formation. (cb) A certificate of a duly authorized managing member the Secretary or Assistant Secretary of Seller attesting as to the incumbency of each signatory officer of Seller who executes this Agreement and any of the other Documents Documents, authorization of Seller to enter into and consummate the transactions contemplated herein, and to similar customary matters;. (c) A xxxx of sale and assignment and assumption agreement transferring the Purchased Assets (except the Land) to Buyer in the form attached hereto as Schedule 10.3(c). (d) A bill xx sale and other instruments of transfer and conveyance transferring the Sale Assets to Buyerspecial warranty deed or special grant deed, in the form reasonably acceptable to Buyer;attached hereto as Schedule 10.3(d). (e) An appropriate transfer declaration, certification of value or other document, if any, which may be required to be executed by Seller and filed together with the deed identified in Section 10.3(d). (f) The certificate described in Section 6.1(b8.1(b); (f) A written instruction of Seller to Escrow Agent instructing the Escrow Agent to distribute the Earnxxx Xxxey as prescribed in Section 2.4;. (g) The consents or waivers prescribed An affidavit of Seller setting forth that it is not a “foreign person” for purposes of the Foreign Investment in Real Property Transfer Act of 1986, as such term is defined in Section 6.6; and1445(b)(3) of the Code. (h) An Employee Leasing Agreement in the form attached hereto as Schedule 10.3(h). (i) Such additional information and materials as Buyer shall have reasonably requested to evidence the satisfaction of the conditions to its obligation to close 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 and any other documents expressly required by this Agreement to be delivered by Seller at Closing. (j) Such other instruments and documents, in form and substance reasonably acceptable to Buyer and Seller, as may reasonably be necessary to effect the Closing.