Common use of Items to be Delivered by Purchaser at Closing Clause in Contracts

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Agreement and all ancillary documents and instruments by Purchaser, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date; 1.4.7 favorable original certificate of good standing, or comparable status, of Purchaser, issued by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 other instruments, certificates, consents or other documents as are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, or as required pursuant to the terms of this Agreement.

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 (a) payment of the Purchase Price (as adjusted on the Closing Date by applicable charges as set forth in Section 1.5)wire transfer of immediately available funds to Seller to the account specified by Seller, which account Seller shall be deposited into an escrow account maintained by specify to Purchaser not less than three (3) business days prior to the Portland, Oregon office of Title Company Closing Date 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 Instructionswriting; 1.4.2 the Bill (b) a certificate of Sale; 1.4.3 Guaranty Agreement in the form of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller (ai) the accuracy of that all the representations and warranties set forth of Purchaser contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, (ii) that Purchaser has in all material respects performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity or Governmental Entity in connection with be satisfied by the consummation of the transactions contemplated by this Agreement as set forth in Schedule 3.3 have been obtained, Closing Date and (ciii) that all of the conditions contained in Article 7 5 have been satisfied or waivedexcept those, if any, waived in writing by Purchaser; 1.4.6 (c) a certificate of the corporate Secretary Manager of Purchaser certifying to Seller Seller (ai) the incumbency of the officers Manager 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, Agreement and (bii) the due adoption and text of the resolutions of the Manager 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 (d) original certificate of good standing, or comparable status, of Purchaser, issued by the California Delaware Secretary of State dated no earlier than a date which is seven fifteen (715) calendar days prior to the Closing Date; 1.4.8 (e) the Supplemental Escrow InstructionsInterest Assignment; (f) the Assignment and Assumption Agreement; (g) the Partnership Agreement Amendment; and 1.4.9 (h) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, or as required pursuant to the terms of this Agreement.

Items to be Delivered by Purchaser at Closing. At or before the Closing, Purchaser shall execute and execute, acknowledge and/or deliver (or cause to be delivered to Seller or Escrow Agent the followingexecuted, duly executed by Purchaser where appropriate: 1.4.1 payment of the Purchase Price (as adjusted by applicable charges as set forth in Section 1.5acknowledged and/or delivered), which shall be deposited into an escrow account maintained by as applicable, 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 following to Seller (a) the accuracy of the representations and warranties set forth in Article 3 hereof and compliance with collectively, “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 SellerDocuments”): (a) the incumbency of the officers of Purchaser on the Effective Date The Purchase Price, subject to apportionments, credits 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 adjustments as provided in this Agreement, ; (b) The Lease Assumption, assuming all of Seller’s interest under the due adoption Leases; (c) The License Assignment, assuming all of Seller’s right, title and text interest, if any, in and to the Licenses; (d) The Subgrant; (e) The Construction License; (f) If Purchaser is a corporation, (i) copies of the resolutions certificate of incorporation and bylaws of Purchaser and of the resolution of the board of directors 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 consummation 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 other instruments, certificates, consents or other documents as are reasonably necessary to carry out the transactions contemplated by this Agreement, certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (ii) a good standing certificate issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (iii) a good standing certificate issued by the Commonwealth of Pennsylvania, dated within thirty (30) days of the Closing Date (unless Purchaser was incorporated under the laws of the Commonwealth of Pennsylvania); and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein; (g) If Purchaser is a partnership, copies of Purchaser’s partnership agreement and partnership certificate (if applicable) and, if required by law or its partnership agreement, copies of partnership resolutions and/or consents of the partners authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by a general partner of Purchaser; as well as the documents described in Sections 9(d) or (f), as applicable, for Purchaser’s general partner; (h) If Purchaser is a limited liability company, copies of (i) Purchaser’s articles of organization/certificate of formation and operating agreement/limited liability company agreement; (ii) the resolution of Purchaser’s governing member(s)/manager(s) authorizing all the transactions contemplated by this Agreement, certified as true and correct by the appropriate member/manager of Purchaser; (iii) a good standing certificate issued by the state of incorporation or organization of Purchaser and, if the Purchaser is organized under the laws of a state other than the Commonwealth of Pennsylvania, the Commonwealth of Pennsylvania, dated within thirty (30) days of the Closing Date; and (iv) if appropriate, an incumbency certificate executed by the appropriate member/manager of Purchaser with respect to comply those parties executing any documents or instruments in connection with the terms hereof, or as transactions contemplated herein; (i) Duly completed and signed real estate transfer tax returns; and (j) All other documents Purchaser is required to deliver pursuant to the terms provisions of this Agreement.

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 (a) payment of the Closing Purchase Price Payment (as adjusted plus or minus the Net Assets Payment) on the Closing Date by applicable charges as set forth 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 Section 1.5), which shall be deposited into an escrow account maintained writing; (b) payment of the Escrow Deposit on the Closing Date by wire transfer of immediately-available funds to 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 (c) a certificate of Sale; 1.4.3 Guaranty Agreement in the form of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller (ai) the accuracy of that all the representations and warranties set forth of Purchaser contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, (ii) that Purchaser has in all material respects performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity or Governmental Entity in connection with be satisfied by the consummation of the transactions contemplated by this Agreement as set forth in Schedule 3.3 have been obtained, Closing Date and (ciii) that all of the conditions contained in Article 7 have been satisfied or waivedexcept those, if any, waived in writing by Purchaser; 1.4.6 (d) a certificate of the corporate Secretary of Purchaser certifying to Seller Seller (ai) the incumbency of the officers of Purchaser on the Effective Execution 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, Agreement and (bii) the due adoption and text of the resolutions of the directors of Purchaser authorizing (iA) the acceptance of the transfer purchase of the Assets and the assumption of the Assumed Obligations by Seller to Purchaser and (iiB) 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 (e) original certificate of good standing, or comparable status, of Purchaser, issued by the California West Virginia Secretary of State dated no earlier than a date which is seven fourteen (714) calendar days prior to the Closing Date; 1.4.8 (f) the Supplemental Xxxx of Sale; (g) the Real Estate Lease Assignments; (h) the Escrow Instructions; andAgreement; 1.4.9 (i) the Power of Attorney; (j) the PMG Stock Purchase Agreement and all items and documents required to be delivered therewith; (k) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof; and (l) the Guaranty and Suretyship Agreement of Horizon Health Corporation (the “Parent Guaranty”), or attached to this Agreement as required pursuant to the terms of this Agreement.Exhibit F.

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 Shareholders the following, duly executed by Purchaser where appropriate: 1.4.1 (a) payment of the Closing Purchase Price (as adjusted Payment on the Closing Date by applicable charges as set forth in Section 1.5)wire transfer of immediately available funds to the Shareholders to the accounts specified by the Shareholders, which accounts the Shareholders shall be deposited into an escrow account maintained by specify to Purchaser not less than three (3) business days prior to the Portland, Oregon office of Title Company Closing Date 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 Instructionswriting; 1.4.2 the Bill (b) a certificate of Sale; 1.4.3 Guaranty Agreement in the form of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller the Shareholders (ai) the accuracy of that all the representations and warranties set forth of Purchaser contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, (ii) that Purchaser has in all material respects performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity or Governmental Entity in connection with be satisfied by the consummation of the transactions contemplated by this Agreement as set forth in Schedule 3.3 have been obtained, Closing Date and (ciii) that all of the conditions contained in Article 7 have been satisfied or waivedexcept those, if any, waived in writing by Purchaser; 1.4.6 (c) a certificate of the corporate Secretary of Purchaser certifying to Seller the Shareholders (ai) the incumbency of the officers of Purchaser on the Effective Execution 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, Agreement and (bii) the due adoption and text of the resolutions of the directors 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 (d) original certificate of good standing, or comparable status, of Purchaser, issued by the California West Virginia Secretary of State dated no earlier than a date which is seven fourteen (714) calendar days prior to the Closing Date; 1.4.8 (e) the Supplemental Escrow Instructions; andAgreement; 1.4.9 (f) the Asset Purchase Agreement and all items and documents required to be delivered therewith; (g) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, or ; and (h) the Guaranty and Suretyship Agreement of Horizon Health Corporation attached to this Agreement as required pursuant to Exhibit B (the terms of this Agreement“Parent Guaranty”).

Items to be Delivered by Purchaser at Closing. At or before Subject to Section 12.3(b), at the Closing, Purchaser shall execute and deliver or cause to be delivered to Seller or Escrow Agent Sellers the following, duly executed by Purchaser where appropriate: 1.4.1 payment of (a) the Closing Date Escrow Agreement executed by Purchaser; (b) the Closing 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 Payment in accordance with Section 1.7(i) by wire transfer to the terms of this Agreement and any Supplemental Escrow Instructionsaccount specified by the Seller Representative, which account the Seller Representative shall specify to Purchaser not less than three (3) business days prior to the Closing Date in writing; 1.4.2 (c) the Bill Closing Date Escrow Deposit in accordance with Section 1.7(ii) by wire transfer to the Escrow Agent for deposit in escrow pursuant to the Closing Date Escrow Agreement; (d) the Bills of Sale; 1.4.3 Guaranty Agreement (e) original certificate of existence and good standing, or comparable status, of Purchaser, issued by the Delaware Secretary of State dated no earlier than a date which is fourteen (14) calendar days prior to the Closing Date; (f) an opinion of counsel for Purchaser substantially as described in the form Exhibit E attached hereto; (g) a certificate of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller Sellers that (ai) the accuracy of all the representations and warranties set forth of Purchaser contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, and (ii) Purchaser has performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity be performed or Governmental Entity in connection complied with by 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 waivedClosing Date; 1.4.6 (h) a certificate of Purchaser, executed by the corporate Secretary of Purchaser Purchaser, certifying to Seller Sellers (ai) the incumbency of the officers of Purchaser on the Effective Execution Date and on the Closing Date and bearing the authentic signatures of all such officers officers, who shall execute this Agreement and or any additional documents contemplated by this Agreement, Agreement and (bii) the due adoption and text of the resolutions of the Board of Directors 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 (i) the Powers 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 DateAttorney; 1.4.8 (j) the Supplemental Escrow InstructionsAssignment of Lease; and 1.4.9 (k) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, hereof or as required pursuant to which may be reasonably requested by the terms of this AgreementSeller Representative.

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 (a) payment of the Closing Purchase Price Payment (as adjusted plus or minus the Working Capital Payment) on the Closing Date by applicable charges as set forth wire transfer of immediately available funds to Seller to the account specified by Seller which account Seller shall specify to Purchaser not less than two (2) business days prior to the Closing Date in Section 1.5), which shall be deposited into an escrow account maintained writing; (b) payment of the Escrow Deposit on the Closing Date by wire transfer of immediately-available funds to 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 (c) a certificate of Sale; 1.4.3 Guaranty Agreement in the form of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller (ai) the accuracy of that all the representations and warranties set forth of Seller contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, (ii) that Purchaser has in all material respects performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity or Governmental Entity in connection with be satisfied by the consummation of the transactions contemplated by this Agreement as set forth in Schedule 3.3 have been obtained, Closing Date and (ciii) that all of the conditions contained in Article 7 Sections 7.2, 7.3, 7.4 and 7.5 have been satisfied or waivedexcept those, if any, waived in writing by Purchaser; 1.4.6 (d) a certificate of the corporate Secretary of Purchaser FGP, as Purchaser’s general partner, certifying to Seller Seller (ai) the incumbency of the officers of Purchaser FGP on the Effective Execution Date and on the Closing Date and bearing the authentic signatures of all such officers who shall execute this Agreement on behalf of Purchaser and any additional documents contemplated by this Agreement, Agreement and (bii) the due adoption and text of the resolutions of the general partner 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 (e) an opinion of counsel for Purchaser in substantially the form attached hereto as Exhibit Q; (f) original certificate of good standingsubsistence, or comparable status, of Purchaser, issued by the California Pennsylvania Secretary of State the Commonwealth dated no earlier than a date which is seven thirty (730) calendar days prior to the Closing Date; 1.4.8 (g) the Supplemental Ground Lease; (h) the Xxxx of Sale; (i) the Assignment and Assumption Agreements; (j) the Post-Closing Escrow InstructionsAgreement; (k) the License Agreement; (l) the Power of Attorney; (m) the Assignment of Membership Interest; (n) a counterpart of the Operating Agreement; (o) a counterpart of the Limited Partnership Agreement; (p) the Assignment of Partnership Interest; (q) the Management Agreement; and 1.4.9 (r) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, or as required pursuant to the terms of this Agreement.

Items to be Delivered by Purchaser at Closing. At or before Subject to Section 12.3(b), at the Closing, Purchaser shall execute and deliver or cause to be delivered to Seller or Escrow Agent Sellers the following, duly executed by Purchaser where appropriate: 1.4.1 payment of (a) the Closing Date Escrow Agreement executed by Purchaser; (b) the Closing 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 Payment in accordance with Section 1.7(i) by wire transfer to the terms of this Agreement and any Supplemental Escrow Instructionsaccount specified by the Seller Representative, which account the Seller Representative shall specify to Purchaser not less than three (3) business days prior to the Closing Date in writing; 1.4.2 (c) the Bill Closing Date Escrow Deposit in accordance with Section 1.7(ii) by wire transfer to the Escrow Agent for deposit in escrow pursuant to the Closing Date Escrow Agreement; (d) the Bills of Sale; 1.4.3 Guaranty Agreement (e) original certificate of existence and good standing, or comparable status, of Purchaser, issued by the Delaware Secretary of State dated no earlier than a date which is fourteen (14) calendar days prior to the Closing Date; (f) an opinion of counsel for Purchaser substantially as described in the form Exhibit E attached hereto; (g) a certificate of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller Sellers that (ai) the accuracy of all the representations and warranties set forth of Purchaser contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, and (ii) Purchaser has performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity be performed or Governmental Entity in connection complied with by 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 waivedClosing Date; 1.4.6 (h) a certificate of Purchaser, executed by the corporate Secretary of Purchaser Purchaser, certifying to Seller Sellers (ai) the incumbency of the officers of Purchaser on the Effective Execution Date and on the Closing Date and bearing the authentic signatures of all such officers officers, who shall execute this Agreement and or any additional documents contemplated by this Agreement, Agreement and (bii) the due adoption and text of the resolutions of the Board of Directors 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 (i) the Powers 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 DateAttorney; 1.4.8 (j) the Supplemental Escrow InstructionsAssignments of Leases; and 1.4.9 (k) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, hereof or as required pursuant to which may be reasonably requested by the terms of this AgreementSeller Representative.

Items to be Delivered by Purchaser at Closing. At or before Subject to Section 12.3(b), at the Closing, Purchaser shall execute and deliver or cause to be delivered to Seller or Escrow Agent Sellers the following, duly executed by Purchaser where appropriate: 1.4.1 payment of (a) the Closing Date Escrow Agreement executed by Purchaser; (b) the Closing 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 Payment in accordance with Section 1.7(i) and the terms of this Agreement and any Supplemental Escrow InstructionsAdditional Closing Purchase Price Payment in accordance with Section 1.7(ii) by wire transfer to the account specified by the Seller Representative, which account the Seller Representative shall specify to Purchaser not less than three (3) business days prior to the Closing Date in writing; 1.4.2 (c) the Bill Closing Date Escrow Deposit in accordance with Section 1.7(iv) by wire transfer to the Escrow Agent for deposit in escrow pursuant to the Closing Date Escrow Agreement; (d) the Bills of Sale; 1.4.3 Guaranty Agreement (e) original certificate of existence and good standing, or comparable status, of Purchaser, issued by the Delaware Secretary of State dated no earlier than a date which is fourteen (14) calendar days prior to the Closing Date; (f) an opinion of counsel for Purchaser substantially as described in the form Exhibit E attached hereto; (g) a certificate of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller Sellers that (ai) the accuracy of all the representations and warranties set forth of Purchaser contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, and (ii) Purchaser has performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity be performed or Governmental Entity in connection complied with by 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 waivedClosing Date; 1.4.6 (h) a certificate of Purchaser, executed by the corporate Secretary of Purchaser Purchaser, certifying to Seller Sellers (ai) the incumbency of the officers of Purchaser on the Effective Restatement Execution Date and on the Closing Date and bearing the authentic signatures of all such officers officers, who shall execute this Agreement and or any additional documents contemplated by this Agreement, and (bii) the due adoption and text of the resolutions of the Board of Directors 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 (i) the Powers 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 DateAttorney; 1.4.8 (j) the Supplemental Escrow InstructionsAssignments of Leases; and 1.4.9 (k) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, hereof or as required pursuant to which may be reasonably requested by the terms of this AgreementSeller Representative.

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 1.7.1 payment of the Cash Purchase Price based upon the Interim Balance Sheet (subject to adjustment 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 5.31.4), plus any amount which Purchaser is required to reimburse Seller pursuant to Section 1.11(e), as adjusted to reflect the prorations provided in Section 1.8 and any adjustments to the Cash Purchase Price pursuant to Section 1.14. Such amounts shall be payable by wire transfer of immediately available funds to Seller to the account(s) specified by Seller to Purchaser in writing; 1.4.5 1.7.2 a certificate of the President or any Vice 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 has obtained all material licenses, permits, certificates of need and authorizations from governmental agencies or governmental bodies that are necessary or required to obtain from any person, entity or Governmental Entity in connection with the consummation for completion 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 waivedexcept those, if any, waived in writing by Purchaser; 1.4.6 1.7.3 a certificate of the corporate Secretary of Purchaser certifying to Seller 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, Agreement and (b) the due adoption and text of the resolutions of the Board of Directors 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 1.7.4 an opinion of Purchaser’s in-house counsel in substantially the form attached hereto as Exhibit 6.4; 1.7.5 favorable original certificate of good standing, or comparable status, of Purchaser, issued by the California Delaware Secretary of State dated no earlier than a date which is seven (7) calendar days prior to the Closing Date; 1.4.8 1.7.6 the Supplemental Escrow InstructionsBills of Sale; 1.7.7 the Real Estate Assignments; 1.7.8 if requested by Purchaser, the Transitional Services Agreements (along with the payment to Seller by wire transfer of immediately available funds of any amounts which must be made by Purchaser to Seller or any affiliate of Seller concurrent with the execution thereof); 1.7.9 the Business Services Agreement; 1.7.10 the Powers of Attorney; 1.7.11 the Indemnity Transition Agreement; and 1.4.9 1.7.12 such other instruments, certificates, consents certificates or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, or as required pursuant to the terms of this Agreement.

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 (a) payment of the Closing Purchase Price Payment 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 (as adjusted 3) business days prior to the Closing Date in writing; (b) payment of the Working Capital Escrow Deposit on the Closing Date by applicable charges as set forth in Section 1.5), which shall be deposited into an escrow wire transfer of immediately available funds to the Escrow Agent to the account maintained specified by the Portland, Oregon office of Title Company Escrow Agent which account the Escrow Agent shall specify to Purchaser not less than three (3) business days prior to the Closing Date 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 Instructionswriting; 1.4.2 the Bill (c) a certificate of Sale; 1.4.3 Guaranty Agreement in the form of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller (a) the accuracy of that all the representations and warranties set forth of Seller contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, (b) that Purchaser has in all material respects performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity or Governmental Entity in connection with be satisfied by the consummation of the transactions contemplated by this Agreement as set forth in Schedule 3.3 have been obtained, Closing Date and (c) that all of the conditions contained in Article 7 have been satisfied or waivedexcept those, if any, waived in writing by Purchaser; 1.4.6 (d) a certificate of the corporate Secretary of Purchaser certifying to Seller Seller (a) the incumbency of the officers of Purchaser on the Effective Execution 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, Agreement and (b) the due adoption and text of the resolutions of the Board of Directors 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 (e) an opinion of counsel for Purchaser in substantially the form attached hereto as Exhibit G; (f) original certificate of good standing, or comparable status, of Purchaser, issued by the California Secretary State Corporation Commission of State the Commonwealth of Virginia dated no earlier than a date which is seven fourteen (714) calendar days prior to the Closing Date; 1.4.8 (g) the Supplemental Xxxx of Sale; (h) the Real Estate Lease Assignments; (i) the Escrow InstructionsAgreement; (j) the Power of Attorney; (k) payment of the fee in the amount of $75,000 due to Xxx Xxxxx, the financial advisor for Seller, by wire transfer of immediately available funds to the account specified by such financial advisor which the financial advisor shall specify to Purchaser not less than three (3) business days prior to the Closing Date in writing; and 1.4.9 (l) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, or as required pursuant to the terms of this Agreement.

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 (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 (as adjusted by applicable charges as set forth 3) business days prior to the Closing Date 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 Instructionswriting; 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 b) a certificate of the President or any Vice President of Purchaser certifying to Seller (a) the accuracy of all the representations and warranties set forth of Seller contained herein are true in Article 3 hereof all material respects as of the Closing Date with the same effect as though made at such time, (b) compliance in all material respects with covenants and compliance with Purchaser’s covenants agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity or Governmental Entity in connection with be satisfied by the consummation of the transactions contemplated by this Agreement as set forth in Schedule 3.3 have been obtained, Closing Date and (c) that all of the conditions contained in Article 7 have been satisfied or waivedexcept those, if any, waived in writing by Purchaser; 1.4.6 (c) a certificate of the corporate Secretary of Purchaser certifying to Seller 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, Agreement and (b) the due adoption and text of the resolutions of the Board of Directors 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 (d) an opinion of counsel for Purchaser in substantially the form attached hereto as Exhibit K; (e) original certificate of good standing, or comparable status, of Purchaser, issued by the California Delaware Secretary of State dated no earlier than a date which is seven fourteen (714) calendar days prior to the Closing Date; 1.4.8 (f) the Supplemental Escrow InstructionsXxxx of Sale; (g) the Real Estate Lease Assignments; (h) Transitional Services Agreement (along with the payment to Seller by wire transfer of immediately available funds of any amounts which must be made by Purchaser to Seller or any affiliate of Seller concurrent with the execution thereof); (i) the Power of Attorney; (j) the License Agreement; (k) the Employee Leasing Agreement; (l) the Information Technology Transition Services Agreement; and 1.4.9 (m) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, or as required pursuant to the terms of this Agreement.

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 Shareholder the following, duly executed by Purchaser where appropriate: 1.4.1 (a) payment of the Closing Purchase Price Payment (as adjusted plus or minus the Net Assets Payment pursuant to Section 1.12(b)) on the Closing Date by applicable charges as set forth in Section 1.5)wire transfer of immediately available funds to Shareholder to the account specified by Shareholder, which account Shareholder shall be deposited into an escrow account maintained specify to Purchaser not less than three (3) business days prior to the Closing Date in writing; (b) payment of the Escrow Deposit on the Closing Date by wire transfer of immediately-available funds to 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 (c) a certificate of Sale; 1.4.3 Guaranty Agreement in the form of Exhibit 1.4.3Purchaser, 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 or any Vice President of Purchaser Purchaser, certifying to Seller Shareholder (ai) the accuracy of that all the representations and warranties set forth of Purchaser contained herein are true as of the Closing Date with the same effect as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in Article 3 hereof which case such representations and compliance warranties are true on and as of such earlier date, (ii) that Purchaser has in all material respects performed or complied with Purchaser’s the covenants and agreements required of Purchaser set forth in this Agreement, (b) that, except as specifically set forth therein, all consents and approvals that Purchaser is Agreement required to obtain from any person, entity or Governmental Entity in connection with be satisfied by the consummation of the transactions contemplated by this Agreement as set forth in Schedule 3.3 have been obtained, Closing Date and (ciii) that all of the conditions contained in Article 7 5 have been satisfied or waivedexcept those, if any, waived in writing by Purchaser; 1.4.6 (d) a certificate of the corporate Secretary of Purchaser certifying to Seller Shareholder (ai) 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, Agreement and (bii) the due adoption and text of the resolutions of the directors 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 (e) original certificate of good standing, or comparable status, of Purchaser, issued by the California Delaware Secretary of State dated no earlier than a date which is seven forty-five (745) calendar days prior to the Closing Date; 1.4.8 (f) the Supplemental Post-Closing Escrow InstructionsAgreement; (g) the Assignment and Assumption Agreement; and 1.4.9 (h) such other instruments, certificates, consents or other documents as which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof, or as required pursuant to the terms of this Agreement.