Items to be Delivered by Purchaser at Closing. At or before the Closing, Purchaser shall execute and deliver or cause to be delivered to Seller or Escrow Agent the following, duly executed by Purchaser where appropriate:
1.4.1 payment of the Purchase Price (as adjusted by applicable charges as set forth in Section 1.5), which shall be deposited into an escrow account maintained by the Portland, Oregon office of Title Company in its capacity as the “Escrow Agent” for the transactions contemplated by this Agreement (the “Escrow Account”) to be held in accordance with the terms of this Agreement and any Supplemental Escrow Instructions;
1.4.2 the Bill of Sale;
1.4.3 Guaranty Agreement in the form of Exhibit 1.4.3, executed by Western HealthConnect, a Washington nonprofit corporation (“Western HealthConnect”);
1.4.4 copies of certificates of insurance evidencing insurance described in Section 5.3;
1.4.5 a certificate of the President of Purchaser certifying to Seller (a) the accuracy of the representations and warranties set forth in Article 3 hereof and compliance with Purchaser’s covenants set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is required to obtain from any person, entity or Governmental Entity in connection with the consummation of the transactions contemplated by this Agreement as set forth in Schedule 3.3 have been obtained, and (c) that all of the conditions contained in Article 7 have been satisfied or waived;
1.4.6 a certificate of the corporate Secretary of Purchaser certifying to Seller
(a) the incumbency of the officers of Purchaser on the Effective Date and on the Closing Date and bearing the authentic signatures of all such officers who shall execute this Agreement and any additional documents contemplated by this Agreement, (b) the due adoption and text of the resolutions of Purchaser authorizing (i) the acceptance of the transfer of the Assets and Assumed Obligations by Seller to Purchaser and (ii) the execution, delivery and performance of this Agreement and all ancillary documents and instruments by Purchaser, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date;
1.4.7 favorable original certificate of good standing, or comparable status, of Purchaser, issued by the California Secretary of State dated no earlier than a date which is seven (7) calendar days prior to the Closing Date;
1.4.8 the Supplemental Escrow Instructions; and
1.4.9 such ot...
Items to be Delivered by Purchaser at Closing. At Closing, Purchaser agrees to deliver the following items to Seller:
A. The Purchase Price as required by and in the manner specified in Section II B hereof.
B. Any other documents referred to or specified in this Agreement.
Items to be Delivered by Purchaser at Closing. At Closing, Purchaser agrees to deliver the following items to Seller:
A. The Purchase Price as required by and in the manner specified in Section II C hereof.
B. A counterpart original of the Closing Statement.
C. Evidence reasonably acceptable to Seller that those acting for Purchaser have full authority to consummate the transaction contemplated in this Agreement.
D. Any other documents referred to or specified in this Agreement or required by the Title Company, and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.
Items to be Delivered by Purchaser at Closing. At Closing, Purchaser agrees to deliver the following items to Seller or to Seller’s affiliate respecting Section V E below:
Items to be Delivered by Purchaser at Closing. At Closing, Purchaser shall deliver to Seller the funds required to be paid pursuant to Section 302 and any other documents required of Purchaser by this Agreement and any assignment of Purchaser's rights under this Agreement.
Items to be Delivered by Purchaser at Closing. At the Closing, --------------------------------------------- Purchaser shall deliver to Seller the following:
(a) the initial 75,000 Restricted Shares of Purchaser's Common Stock; and
(b) executed releases, consents, or approvals from the Board.
Items to be Delivered by Purchaser at Closing. The phrase “minus Six Hundred Thousand Dollars ($600,000)” is hereby added to Section 1.7.1 of the Agreement immediately after the phrase “the Escrow Amount,”.
Items to be Delivered by Purchaser at Closing. At or before the Closing, Purchaser shall execute and deliver or cause to be delivered to Seller the following, duly executed by Purchaser where appropriate:
(a) payment of the Purchase Price on the Closing Date by wire transfer of immediately available funds to Seller to the account specified by Seller, which account Seller shall specify to Purchaser not less than three (3) business days prior to the Closing Date in writing;
Items to be Delivered by Purchaser at Closing. At Closing, Purchaser agrees to deliver the following items to Seller:
A. The Purchase Price as required by and in the manner specified in Article II hereof.
B. A duly executed Assignment of Leases and a duly executed Assignment of Service Contracts.
C. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction.
D. The “Loan Assumption Documents”.
E. Any other documents referred to or specified in this Agreement and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.
Items to be Delivered by Purchaser at Closing. At or before the Closing, Purchaser shall deliver to Seller the following, duly executed by or on behalf of Purchaser or the Persons indicated below, as appropriate:
(a) the Preliminary Purchase Price, in accordance with Section 2.2;
(b) the Purchaser Officer’s Certificates (defined in Section 7.8);
(c) a certificate of the Secretary of Purchaser (i) certifying as complete and in full force and effect, as of the Closing, and attaching, all requisite resolutions or actions of Purchaser’s Board of Directors approving the execution and delivery of this Agreement and the consummation of the Sale and the other transactions contemplated hereby, and (ii) certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and the Related Agreements;
(d) the Escrow Agreement;
(e) the License Agreement, executed by Purchaser on behalf of the Company;
(f) all Purchaser Third Party Consents (defined in Section 8.4);
(g) the Agreements Not To Compete or Solicit, substantially in the form of Exhibit D attached hereto, as required by Section 6.2(h);
(h) the MHP Provider Agreements; and
(i) such other instruments, certificates, consents or other documents that are required to be delivered at the Closing pursuant to this Agreement or that are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, in each case, duly executed by or on behalf of Purchaser or any third party (to the extent execution is required by this Agreement or in order to make such instruments, certificates, consents, or other documents binding).
