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

Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver to Purchaser the following, duly executed by Seller where appropriate: (a) General Assignment, Xxxx of Sale and Assumption of Liabilities in the form of Exhibit A attached hereto (the “Xxxx of Sale”); (b) Assignment and Assumption of Real Estate Leases in the form of Exhibit B attached hereto with respect to each Leased Real Property (the “Real Estate Lease Assignments”); (c) Special Warranty Deed in the form of Exhibit C attached hereto with respect to each Owned Real Property (the “Special Warranty Deed”); (d) original certificates of good standing, or comparable status, of Seller, issued by the Commonwealth of Virginia, dated no earlier than a date which is fourteen (14) calendar days prior to the Closing Date; (e) an opinion of counsel for Seller in substantially the form attached hereto as Exhibit D; (f) a certificate of Seller, executed by the President or any Vice President of Seller, certifying to Purchaser (a) that all the representations and warranties 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 which case such representations and warranties are true on and as of such earlier date, (b) that Seller has in all material respects performed or complied with the covenants and agreements required of Seller set forth in this Agreement to be satisfied by the Closing Date and (c) that all of the conditions contained in Article 6 have been satisfied except those, if any, waived in writing by Seller; (g) a certificate of the corporate Secretary of Seller certifying to Purchaser (a) the incumbency of the officers of Seller on the 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 and (b) the due adoption and text of the resolutions of the boards of directors of Seller and of the shareholders of Seller, authorizing (i) 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 Seller, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date; (h) Releases of liens and mortgages and UCC termination statements for any and all financing statements filed with respect to the Assets (other than those relating to the Contracts) by the holders of such liens or mortgages or the secured parties named in such financing statements, or written undertakings to provide the same to Purchaser upon payment of the amounts secured thereby; (i) if and to the extent the provisions thereof are permitted by and consistent with applicable law, a Limited Power of Attorney for use of Pharmacy License, DEA and Other Registration Numbers, and DEA Order Forms, in the form of Exhibit E attached hereto (the “Power of Attorney”); (j) all Required Consents (as defined in Section 7.8); (k) the Escrow Agreement in the form of Exhibit F attached hereto (the “Escrow Agreement”); (l) all governmental approvals and authorizations that are required for the consummation of the transactions contemplated by this Agreement (the “Governmental Approvals”); and (m) such other instruments, certificates, consents or other documents which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Health Corp /De/)

Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver to Purchaser the following, duly executed by Seller where appropriateappropriate and in the form provided for below or otherwise reasonably satisfactory to Purchaser and counsel for Purchaser: (a) General Assignment, The Ground Lease; (b) Xxxx of Sale and Assumption of Liabilities in the form of Exhibit A F attached hereto (the “Xxxx of Sale”); (bc) Assignment and Assumption of Real Estate Leases Agreements in the form forms of Exhibit B Exhibits G-1, G-2 and G-3 attached hereto with respect to each Leased Real Property (the “Real Estate Lease Assignments”); (c) Special Warranty Deed in the form of Exhibit C attached hereto with respect to each Owned Real Property (the “Special Warranty DeedAssignment and Assumption Agreements”); (d) Special Warranty Deeds in the form of Exhibit H attached hereto with respect to the Owned Real Assets; (e) Post-Closing Escrow Agreement in the form of Exhibit I attached hereto (the “Post-Closing Escrow Agreement”); (f) the License Agreement; (g) original certificates of good standingsubsistence, or comparable status, of Seller, issued by the Commonwealth of VirginiaPennsylvania, dated no earlier than a date which is fourteen thirty (1430) calendar days prior to the Closing Date; (eh) an opinion of counsel for Seller in substantially the form attached hereto as Exhibit DJ; (fi) a certificate of Seller, executed by the President or any Vice President of Seller, certifying to Purchaser (ai) that all the representations and warranties 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 which case such representations and warranties are true on and as of such earlier date, (bii) that Seller has in all material respects performed or complied with the covenants and agreements required of Seller set forth in this Agreement to be satisfied by the Closing Date and (ciii) that all of the conditions contained in Article 6 Sections 6.2, 6.3, 6.4 and 6.5 have been satisfied except those, if any, waived in writing by Seller; (gj) a certificate of the corporate Secretary of Seller certifying to Purchaser (ai) the incumbency of the officers of Seller on the 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 and (bii) the due adoption and text of the resolutions of the boards Board of directors Managers of Seller and of the shareholders members of Seller, authorizing (i1) the transfer of the Assets and Assumed Obligations by Seller to Purchaser and (ii2) the execution, delivery and performance of this Agreement and all ancillary documents and instruments by Seller, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date; (hk) Releases a complete release of liens and mortgages and UCC termination statements for any and all liens, mortgages, security interests, restrictions and financing statements filed with respect to the Assets (other than those exclusively relating to one of the Contracts) by the holders of such liens or mortgages Contracts or the secured parties named in such financing statements, or written undertakings to provide the same to Purchaser upon payment of the amounts secured therebyPersonal Property Leases); (il) if and to the extent the provisions thereof are permitted by and consistent with applicable law, a Limited Power of Attorney for use of Pharmacy License, DEA and Other Registration Numbers, and DEA Order Forms, in the form of Exhibit E K attached hereto (the “Power of Attorney”); (jm) all Required Consents (as defined in Section 7.8); (kconsents to the assignment of the Contracts and Personal Property Leases from the third parties listed on Schedule 1.2(f) required to assign the Escrow Agreement in the form of Exhibit F attached hereto Contracts and Personal Property Leases to Purchaser (the “Escrow AgreementContract and Lease Consents”); (ln) all governmental approvals and authorizations that are required for the consummation of the transactions contemplated by this Agreement (the “Governmental Approvals”); (o) the Assignment of Membership Interest in the form of Exhibit L attached hereto (the “Assignment of Membership Interest”); (p) a counterpart of the Amended and Restated Operating Agreement of FGP in the form of Exhibit M attached hereto (the “Operating Agreement”); (q) the Assignment of Partnership Interest in the form of Exhibit N attached hereto (the “Assignment of Partnership Interest”); (r) a counterpart of the Amended and Restated Limited Partnership Agreement of Purchaser in the form of Exhibit O attached hereto (the “Limited Partnership Agreement”); (s) approval of the Management Agreement between Purchaser and HHC Pennsylvania, LLC, a Pennsylvania limited liability company and subsidiary of HHC (“HHC Pennsylvania”), in the form attached hereto as Exhibit P (the “Management Agreement”) related to the management of the Hospital’s operations after the Effective Time; (t) evidence of the Tail Insurance Coverage reasonably satisfactory to Purchaser; (u) the Condominium Declaration, the Condominium Articles and the Condominium Bylaws; (v) minutes of the organizational meeting and all other meetings of the Condominium Association; (w) original certificates of subsistence, or comparable status, of the Condominium Association, issued by the Pennsylvania Secretary of the Commonwealth, dated no earlier than a date which is thirty (30) calendar days prior to the Closing Date; and (mx) such other instruments, certificates, consents or other documents which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.

Appears in 1 contract

Samples: Asset Acquisition and Contribution Agreement (Horizon Health Corp /De/)

Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver to Purchaser the following, duly executed by Seller where appropriateappropriate and in the form attached hereto as an Exhibit: (a) General Assignment, Xxxx of Sale and Assumption of Liabilities in the form of Exhibit A attached hereto (the “Xxxx of Sale”); (b) Assignment and Assumption of Real Estate Leases General Warranty Deed in the form of Exhibit B attached hereto with respect to each Owned Real Property (the “General Warranty Deed”); (c) Assignment and Assumption of Lease in the form of Exhibit C attached hereto with respect to each Leased Real Property (the “Real Estate Lease Assignments”); (cd) Special Warranty Deed Post-Closing Escrow Agreement in the form of Exhibit C D attached hereto with respect to each Owned Real Property (the “Special Warranty DeedEscrow Agreement”); (de) original certificates of good standing, or comparable status, of Seller, issued by the Commonwealth State of West Virginia, dated no earlier than a date which is fourteen (14) calendar days prior to the Closing Date; (e) an opinion of counsel for Seller in substantially the form attached hereto as Exhibit D; (f) a certificate of Seller, executed by the President or any Vice President of Seller, certifying to Purchaser (ai) that all the representations and warranties 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 which case such representations and warranties are true on and as of such earlier date, (bii) that Seller has in all material respects performed or complied with the covenants and agreements required of Seller set forth in this Agreement to be satisfied by the Closing Date and (ciii) that all of the conditions contained in Article 6 have been satisfied except those, if any, waived in writing by Seller; (g) a certificate of the corporate Secretary of Seller certifying to Purchaser (ai) the incumbency of the officers of Seller on the 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 and (bii) the due adoption and text of the resolutions of the boards of directors of Seller manager and of the shareholders members of Seller, authorizing (iA) the transfer of the Assets and Assumed Obligations by Seller to Purchaser and (iiB) the execution, delivery and performance of this Agreement and all ancillary documents and instruments by Seller, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date; (h) Releases releases of liens and mortgages and UCC termination statements for any and all liens, mortgages, security interests, restrictions and financing statements filed with respect to the Assets (other than those exclusively relating to any of the ContractsContracts and other than the Permitted Encumbrances) by the holders of such liens or mortgages or the secured parties named in such financing statements, statements or written undertakings understandings to provide the same to Purchaser upon payment of the amounts secured thereby; (i) if and to the extent the provisions thereof are permitted by and consistent with applicable law, a Limited limited Power of Attorney for use of Pharmacy License, DEA and Other Registration Numbers, and DEA Order Forms, in the form of Exhibit E attached hereto (the “Power of Attorney”); (j) all Required Consents consents to the assignment of the Material Contracts from the third parties listed in Schedule 1.8(j) required to assign such Material Contracts to Purchaser (as defined in the “Contract Consents”), subject to Section 7.8)9.3 hereof; (k) the Escrow Agreement in the form of Exhibit F attached hereto (the “Escrow Agreement”); (l) all governmental approvals and authorizations that are required for the consummation of the transactions contemplated by this Agreement (the “Governmental Approvals”); (l) the Stock Purchase Agreement by and between Purchaser and the shareholders of PsychManagement Group, Inc., a West Virginia corporation, (the “PMG Stock Purchase Agreement”) and all items and documents required to be delivered therewith; and (m) such other instruments, certificates, consents or other documents which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Health Corp /De/)

Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver to Purchaser the following, duly executed by Seller where appropriate: (a) 1.6.1 General Assignment, Xxxx of Sale and Assumption of Liabilities in the form of Exhibit A 1.6.1 attached hereto (the “Xxxx Bills of Sale”); (b) 1.6.2 Assignment and Assumption of Real Estate Leases in the form of Exhibit B 1.6.2 attached hereto with respect to each parcel of Leased Real Property (the “Real Estate Lease Assignments”); 1.6.3 Limited Warranty Deed(s) (cor such other deed comparable to limited warranty deed(s) Special Warranty Deed as is applicable to the jurisdiction at issue) in the form of Exhibit C 1.6.3 attached hereto with respect to hereto, and other appropriate instruments of conveyance, covering each parcel of Owned Real Property (the “Special Warranty Deed”)and each acknowledged and in recordable form; (d) 1.6.4 favorable original certificates of good standing, or comparable status, of SellerSeller and TRH, issued by (a) the Commonwealth respective states of Virginiaincorporation and organization of each Seller and TRH and (b) each state in which (i) any Seller or TRH is qualified to do business as a foreign corporation or other entity and (ii) that Seller or TRH operates any Hospital, dated no earlier than a date which is fourteen seven (147) calendar days prior to the Closing Date; (e) 1.6.5 an opinion of Seller’s or Seller’s affiliates’ in-house counsel for Seller in substantially the form attached hereto as Exhibit D7.6; (f) 1.6.6 a certificate of Seller, executed by the President or any Vice President of Seller, each Seller certifying to Purchaser (a) that all the representations and warranties of Seller contained herein are true as of the Closing Date compliance 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 which case such representations and warranties are true on and as of such earlier date, (b) that Seller has in all material respects performed or complied with the Seller’s covenants and agreements required of Seller set forth in this Agreement to be satisfied by the Closing Date and (cb) that all of the conditions contained in Article 6 have been satisfied except those, if any, waived in writing by Seller; (g) 1.6.7 a certificate of the corporate Secretary of each Seller which is a corporation and the corporate Secretary of the Seller-affiliated member of any Seller which is a member-managed limited liability company certifying to Purchaser (a) the incumbency of the officers of Seller and of each such Seller-affiliated member on the Execution 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 and (b) the due adoption and text of the resolutions of the boards sole director of directors each Seller and the sole director of the Seller-affiliated member of each Seller which is a member-managed limited liability company and of the shareholders shareholder(s) and/or members, as applicable of Seller, each Seller authorizing (i) the transfer of the Assets and Assumed Obligations by each Seller to Purchaser and (ii) the execution, delivery and performance of this Agreement and all ancillary documents and instruments by each Seller, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date; 1.6.8 if requested by Purchaser, the Transitional Services Agreements, which shall be in the form of Exhibit 1.6.8 attached hereto (hthe “Transitional Services Agreements”); 1.6.9 the Business Services Agreement, which shall be in the form of Exhibit 1.6.9 attached hereto (the “Business Services Agreement”), pursuant to which Purchaser will xxxx Seller’s accounts receivable for sixty (60) Releases of liens and mortgages and days following the Closing Date; 1.6.10 UCC termination statements for any and all financing statements (which do not correspond to a Permitted Exception or an agreement which is among the Assumed Obligations) filed with respect to the Assets, the failure of which to obtain at Closing would have a material adverse effect on the Assets (other than those relating to the Contracts) by the holders of such liens or mortgages or the secured parties named in such financing statements, or written undertakings to provide the same to Purchaser upon payment business of the amounts secured therebyHospitals; (i) if and to the extent the provisions thereof are permitted by and consistent with applicable law, a Limited Power of Attorney for use of Pharmacy License, DEA and Other Registration Numbers, and DEA Order Forms, in the form of Exhibit E attached hereto (the “Power of Attorney”); (j) all Required Consents (as defined in Section 7.8); (k) the Escrow Agreement in the form of Exhibit F attached hereto (the “Escrow Agreement”); (l) all governmental approvals and authorizations that are required for the consummation of the transactions contemplated by this Agreement (the “Governmental Approvals”); and (m) such other instruments, certificates, consents or other documents which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.

Appears in 1 contract

Samples: Asset Sale Agreement (Health Management Associates Inc)

Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver to Purchaser the following, duly executed by Seller (and/or the Partnership or the Company) where appropriateappropriate and in the form provided for below or otherwise satisfactory to Purchaser: (a) General Assignment, Xxxx an Assignment of Sale and Assumption of Liabilities Membership Interest in the form of Exhibit A attached hereto (the “Xxxx of SaleInterest Assignment”); (b) Assignment an Amendment of the Limited Partnership Agreement of the Partnership duly executed by all Partners of the Partnership in a form satisfactory to Purchaser in its sole and Assumption absolute discretion and which reflects the respective ownership interests of Real Estate Leases in the form partners as of Exhibit B attached hereto with respect to each Leased Real Property the Effective Time (the “Real Estate Lease AssignmentsPartnership Agreement Amendment”); (c) Special Warranty Deed in the form of Exhibit C attached hereto with respect to each Owned Real Property (the “Special Warranty Deed”); (d) original certificates of existence and good standing, or comparable status, of Sellerthe Partnership and the Company, issued by the Commonwealth State of VirginiaTexas, dated no earlier than a date which is fourteen thirty (1430) calendar days prior to the Closing Date; (e) an opinion of counsel for Seller in substantially the form attached hereto as Exhibit D; (fd) a certificate of Seller, executed by the President or any Vice President of Seller, certifying to Purchaser (ai) that all the representations and warranties of Seller and the Company 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 which case such representations and warranties are true on and as of such earlier date, and (bii) that Seller has and the Company have in all material respects performed or complied with the covenants and agreements required of Seller and the Company set forth in this Agreement to be satisfied by the Closing Date and (c) that all of the conditions contained in Article 6 have been satisfied except those, if any, waived in writing by SellerDate; (ge) a certificate certificates of Seller and the Secretary of the corporate Secretary of Seller Company certifying to Purchaser (ai) the incumbency of Seller and the appropriate officers or members of Seller on the Execution Date and Company on the Closing Date and bearing the authentic signatures of all such officers Persons who shall execute this Agreement and any additional documents contemplated by this Agreement and (bii) the due adoption and text of the resolutions of the boards of directors of Seller and sole member of the shareholders of SellerCompany, authorizing (i) 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 Sellerthe Company, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date; (hf) Releases a complete release of liens and mortgages and UCC termination statements for any and all liens, mortgages, security interests, restrictions and financing statements filed with respect to any of the Assets (other than those relating to assets of the Contracts) by the holders of such liens or mortgages Partnership or the secured parties named in such financing statements, or written undertakings to provide the same to Purchaser upon payment of the amounts secured therebyCompany; (ig) if and all consents to the extent transfer of the provisions thereof are permitted by Contracts and consistent with applicable law, a Limited Power Leases or the change in control of Attorney for use the Partnership or the Company from the third parties listed in Schedule 2.7 and Schedule 2.8 required to transfer the Contracts and Leases to the Partnership or the Company or otherwise to approve the change in control of Pharmacy License, DEA and Other Registration Numbers, and DEA Order Forms, in the form of Exhibit E attached hereto Partnership or the Company (the “Power of AttorneyContract and Lease Consents”); (j) all Required Consents (as defined in Section 7.8); (k) the Escrow Agreement in the form of Exhibit F attached hereto (the “Escrow Agreement”); (lh) all governmental approvals and authorizations that are required for the consummation of the transactions contemplated by this Agreement and the continued operation of the Hospital as currently operated by the Partnership thereafter (the “Governmental Approvals”); and (mi) such other instruments, certificates, consents consents, affidavits (including a no-change survey affidavit) or other documents which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Horizon Health Corp /De/)

Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver to Purchaser the following, duly executed by Seller where appropriate: (a) General Assignment, Xxxx of Sale and Assumption of Liabilities in the form of Exhibit A attached hereto (the “Xxxx of Sale”); (b) Assignment and Assumption of Real Estate Leases in the form of Exhibit B attached hereto with respect to each Leased Real Property (the “Real Estate Lease Assignments”); (c) Special Warranty Deed in the form of Exhibit C attached hereto with respect to each Owned Real Property (the “Special Warranty Deed”); (d) original certificates of good standing, or comparable status, of Seller, issued by the Commonwealth State of VirginiaDelaware and the State of Indiana, dated no earlier than a date which is fourteen (14) calendar days prior to the Closing Date; (e) an opinion of counsel for Seller in substantially the form attached hereto as Exhibit D; (f) a certificate of Seller, executed by the President or any Vice President of Seller, Seller certifying to Purchaser (a) that all the representations and warranties of Seller contained herein are true in all material respects 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 which case such representations and warranties are true on and as of such earlier date, (b) that Seller has compliance in all material respects performed or complied with the covenants and agreements required of Seller set forth in this Agreement to be satisfied by the Closing Date and (c) that all of the conditions contained in Article 6 have been satisfied except those, if any, waived in writing by Seller; (g) a certificate of the corporate Secretary of Seller certifying to Purchaser (a) the incumbency of the officers of Seller on the Execution 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 and (b) the due adoption and text of the resolutions of the boards Boards of directors Managers of Seller and of BHC of Indiana General Partnership, the shareholders sole member of SellerSeller (the “Sole Member”), authorizing (i) 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 Seller, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date; (h) Transitional Services Agreement, which shall be in the form of Exhibit E attached hereto (the “Transitional Services Agreement”); (i) Releases of liens and mortgages and UCC termination statements for any and all financing statements filed with respect to the Assets (other than those relating to the Contracts) by the holders of such liens or mortgages or the secured parties named in such financing statements, or written undertakings to provide the same to Purchaser upon payment of the amounts secured thereby); (ij) if and to the extent the provisions thereof are permitted by and consistent with applicable law, a Limited Power of Attorney for use of Pharmacy License, DEA and Other Registration Numbers, and DEA Order Forms, in the form of Exhibit E F attached hereto (the “Power of Attorney”); (jk) a Guaranty of Ardent Health Services, Inc., a parent company of Seller (“Parent”), in the form of Exhibit G attached hereto, pursuant to which Parent shall guaranty all of the obligations of Seller hereunder; (l) all Required Consents consents to the assignment of the Contracts and Leases from the third parties required to assign the Contracts and Leases to Purchaser which are specified on Schedule 1.4(l) (as defined in Section 7.8the “Contract and Lease Consents”); (km) the Escrow License Agreement in the form of Exhibit F H attached hereto (the “Escrow License Agreement”); (ln) all governmental approvals and authorizations that are required for Employee Leasing Agreement in the consummation form of the transactions contemplated by this Agreement Exhibit I attached hereto (the “Governmental ApprovalsEmployee Leasing Agreement”); (o) Information Technology Transition Services Agreement in the form of Exhibit J attached hereto (the “Information Technology Transition Services Agreement”); and (mp) such other instruments, certificates, consents or other documents which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Health Corp /De/)

Items to be Delivered by Seller at Closing. At or before Closing Seller agrees to deliver the Closing, Seller following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall deliver be prepared by Seller’s counsel and submitted to Purchaser the following, duly executed by Seller where appropriate: for review and approval at least five (a5) General Assignment, Xxxx of Sale and Assumption of Liabilities in the form of Exhibit A attached hereto (the “Xxxx of Sale”); (b) Assignment and Assumption of Real Estate Leases in the form of Exhibit B attached hereto with respect to each Leased Real Property (the “Real Estate Lease Assignments”); (c) Special Warranty Deed in the form of Exhibit C attached hereto with respect to each Owned Real Property (the “Special Warranty Deed”); (d) original certificates of good standing, or comparable status, of Seller, issued by the Commonwealth of Virginia, dated no earlier than a date which is fourteen (14) calendar days prior to the Closing Date;. A. A duly executed Limited Warranty Deed (ethe “Deed”) in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia, conveying to Purchaser or its assigns, fee simple title to the Property subject to the Permitted Exceptions and any other exceptions to title which Purchaser approves (or is deemed to approve) pursuant to Article III hereof. B. A duly executed Xxxx of Sale, with a list of inventory attached (which list will be the same as that previously delivered by Seller to Purchaser pursuant to Section VI C hereof subject to additions and deletions incurred in the normal course of business, conveying to Purchaser that portion of the Property which is or may be considered to be personal property, with a warranty of title except for the Permitted Exceptions, but with no other warranty or representation, as such property is being conveyed to Purchaser on an opinion “as-is, where-is” basis. C. A duly executed affidavit in a form customarily used for commercial real estate transactions in the State of counsel Georgia and which is acceptable to the Title Company in order to delete the standard exceptions for mechanics’ and materialmen’s liens and parties in possession (other than matters which would be shown by a current survey) from the title policy at Closing, showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in substantially full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the form attached hereto Property, except for the Permitted Exceptions and other matters approved (or deemed approved) by Purchaser pursuant to Article III hereof. D. A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate (as Exhibit D;those terms are defined in the Internal Revenue Code and Income Tax Regulations). (f) a certificate E. A duly executed Affidavit that pursuant to O.C.G.A. § 48-7-128 et seq., no withholding from the proceeds of Seller, executed the transaction contemplated hereby is required. F. Such evidence as is reasonably required by the President or any Vice President Title Company and the Purchaser evidencing the authority of Seller, certifying Seller to enter into this Agreement and consummate the transaction contemplated herein. G. A duly executed Assignment (the “Assignment of Leases”) assigning to Purchaser (a) that all the representations Seller’s interest as lessor in the leases with respect to the Property, with a limited warranty as to free and warranties clear title. The Assignment of Seller contained herein are true as Leases will contain an assumption by Purchaser of the Closing Date with the same effect landlord’s obligations thereunder arising from and after Closing, and will also contain a cross-indemnity pursuant to which Seller will indemnify, defend and hold Purchaser harmless as though made at such timerespects all tenant claims, except demands, liabilities, costs and expenses arising prior to the extent Closing Date, and pursuant to which Purchaser will indemnify, defend and hold Seller harmless as respects such representations claims, demands, liabilities, costs and warranties expressly relate to an earlier date, in which case such representations and warranties are true expenses arising on and as of such earlier date, (b) that Seller has in all material respects performed or complied with the covenants and agreements required of Seller set forth in this Agreement to be satisfied by after the Closing Date and (c) that Date. H. A duly executed Assignment from Seller to Purchaser of all of the conditions contained in Article 6 have been satisfied except thosewarranties, if any, waived in writing by Seller; (g) a certificate of the corporate Secretary of Seller certifying to Purchaser (a) the incumbency of the officers of Seller on the 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 and (b) the due adoption and text of the resolutions of the boards of directors of Seller and of the shareholders of Seller, authorizing (i) 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 Seller, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date; (h) Releases of liens and mortgages and UCC termination statements for any and all financing statements filed with respect to the Assets Improvements or equipment of the Property, together with the originals of all such warranties, if in Seller’s possession. I. An Assignment of Service Contracts (other than those relating the “Assignment of Service Contracts”) pursuant to the Contracts) by the holders of such liens or mortgages or the secured parties named in such financing statements, or written undertakings to provide the same which Seller will transfer and assign to Purchaser upon payment all of the amounts secured thereby; (i) if its interest in and to the extent the provisions thereof are permitted by and consistent with applicable law, a Limited Power of Attorney for use of Pharmacy License, DEA and Other Registration NumbersService Contracts (as hereinafter defined), and DEA Order Forms, which Assignment of Service Contracts is more specifically described in Section VI D hereof. J. A letter to the form tenants of Exhibit E attached hereto (the Property stating that the Property and such tenants’ security deposits have been conveyed to Purchaser and that rent should be paid to Purchaser or Purchaser’s designee after Closing. K. All original leases and all tenant records in respect of the Property. L. A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction. M. The Power of Attorney”); (j) all Required Consents Loan Assumption Documents” (as defined in Section 7.8hereinafter defined); (k) the Escrow Agreement in the form of Exhibit F attached hereto (the “Escrow Agreement”); (l) all governmental approvals and authorizations that are required for the consummation of the transactions contemplated by this Agreement (the “Governmental Approvals”); and (m) such other instruments, certificates, consents or other documents which are reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.

Appears in 1 contract

Samples: Sales Contract (Roberts Realty Investors Inc)

Items to be Delivered by Seller at Closing. At or before the Closing, Seller shall deliver to Purchaser the following, duly executed by or on behalf of Seller where or the Persons indicated below, as appropriate: (a) General Assignmentone or more stock certificates evidencing the Shares duly endorsed by Seller in favor of Purchaser or accompanied by duly executed and completed stock transfers in favor of Purchaser, Xxxx of Sale to the extent necessary to transfer and Assumption of Liabilities in assign the form of Exhibit A attached hereto (the “Xxxx of Sale”)Shares to Purchaser; (b) Assignment original, certified copies of the Company’s Articles of Incorporation, as amended to date, and Assumption of Real Estate Leases in the form of Exhibit B attached hereto with respect to each Leased Real Property (the “Real Estate Lease Assignments”); (c) Special Warranty Deed in the form of Exhibit C attached hereto with respect to each Owned Real Property (the “Special Warranty Deed”); (d) original certificates a certificate of good standing, or comparable status, of Sellerthe Company, issued by the Commonwealth Secretary of VirginiaState of the State of Florida, dated no earlier than a date which that is fourteen fifteen (1415) calendar days prior to the Closing Date; (c) a certificate of the Secretary of Seller (i) certifying as complete and in full force and effect, as of the Effective Date, and attaching, (A) copies of the Bylaws of Seller and (B) copies of all requisite resolutions or actions of Seller’s Board of Directors approving the execution and delivery of this Agreement and the consummation of the Sale and other transactions contemplated hereby, and (ii) certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any Related Agreement (defined in Section 3.1, below); (d) the Seller Officer’s Certificate (defined in Section 8.6); (e) an opinion a Release of counsel for Seller Claims, substantially in substantially the form of Exhibit C attached hereto as Exhibit Dhereto; (f) a certificate the Agreements Not To Compete or Solicit, substantially in the form of SellerExhibit D attached hereto, executed as required by the President or any Vice President of Seller, certifying to Purchaser (a) that all the representations and warranties 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 which case such representations and warranties are true on and as of such earlier date, (b) that Seller has in all material respects performed or complied with the covenants and agreements required of Seller set forth in this Agreement to be satisfied by the Closing Date and (c) that all of the conditions contained in Article 6 have been satisfied except those, if any, waived in writing by SellerSection 6.2(h); (g) a certificate the resignation of each director and each officer of the corporate Secretary of Seller certifying to Purchaser (a) the incumbency Company effective as of the officers of Seller on the 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 and (b) the due adoption and text of the resolutions of the boards of directors of Seller and of the shareholders of SellerEffective Time, authorizing (i) the transfer of the Assets and Assumed Obligations by Seller in a form satisfactory to Purchaser and (ii) the execution, delivery and performance of this Agreement and all ancillary documents and instruments by Seller, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing DatePurchaser; (h) Releases of liens and mortgages and UCC termination statements for any and all financing statements filed with respect to the Assets Seller Third Party Consents (other than those relating to the Contracts) by the holders of such liens or mortgages or the secured parties named defined in such financing statements, or written undertakings to provide the same to Purchaser upon payment of the amounts secured therebySection 7.4); (i) if and to binders of insurance evidencing the extent continuation coverages provided for in Section 5.10; (j) the provisions thereof are permitted by and consistent with applicable law, a Limited Power of Attorney license agreement for use and occupancy by the Company and its Advisors of Pharmacy License, DEA and Other Registration Numbersportions of Seller’s corporate headquarters, and DEA Order Formsequipment and furnishings located therein, in the form of Exhibit E attached hereto (the “Power of AttorneyLicense Agreement); (j) all Required Consents (as defined in Section 7.8); (k) the Escrow Agreement in the form of Exhibit F attached hereto (the “Escrow Agreement”); (l) all governmental approvals and authorizations that are required for the consummation of the transactions contemplated by this Agreement (the “Governmental Approvals”)The MHP Provider Agreements; and (m) such other instruments, certificates, consents and consents to assignments or other documents which that are required to be delivered at the Closing pursuant to this Agreement or that are reasonably necessary to carry out effect the Sale and the other transactions contemplated by this Agreement and to comply with the terms hereofAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metropolitan Health Networks Inc)