Common use of Purchase Agreement Transaction Clause in Contracts

Purchase Agreement Transaction. The Purchase Agreement Transaction shall have been completed and closed prior to or simultaneously herewith upon terms and conditions satisfactory to the Lender, in accordance with the Purchase Agreement and applicable Laws. The Lender shall have received photocopies of all Purchase Agreement Documents executed, delivered and/or furnished in connection with the Purchase Agreement Transaction, together with a certificate signed by a Responsible Officer of Signature TVI certifying that the Purchase Agreement and the other Purchase Agreement Documents furnished to the Lender are true, correct, in full force and effect and the provisions thereof have not been in any way modified, amended or waived, the Purchase Agreement Transaction has been closed and completed in accordance with the Purchase Agreement and the other Purchase Agreement Documents furnished to the Lender and in accordance with all applicable Laws. Signature TVI shall have obtained all consents, licenses and approvals to permit it to engage in the business previously operated and conducted by the Seller, and the Seller has duly and properly assigned to Signature TVI all of the Sellers’ right, title and interest in, and to, any and all Trademarks, Copyrights and Patents, together with the goodwill of the Seller associated with, and/or symbolized by, any of the foregoing, and such assignment has been, or will be within thirty (30) days following the Closing Date, duly and properly filed, registered and recorded with the United States Patent and Trademark Office, the United States Copyright Office and with such other state or federal Governmental Authorities as may be necessary to effect and consummate an assignment of such Trademarks, Copyrights and Patents, together with the goodwill associated with, or symbolized by any of the foregoing from the Seller to the Borrowers. With respect to the obligations and liabilities, other than those which arise in the ordinary course of business, of the Seller assumed by any one or more of the Borrowers under, and in connection with, the Purchase Agreement, the Lender shall have received from the Borrowers a list setting forth the name of each Person to whom such obligations and liabilities are owed, the amount owed to such Person, and the due date or maturity date of each such amount.

Purchase Agreement Transaction. The Purchase Agreement Transaction shall have been completed and closed prior to or simultaneously herewith upon terms and conditions satisfactory to the Lender, in accordance with the Purchase Agreement and applicable Laws. The Lender shall have received photocopies of all Purchase Agreement Documents executed, delivered and/or furnished in connection with the Purchase Agreement Transaction, together with a certificate signed by a Responsible Officer of Signature TVI each of the Borrowers certifying that the Purchase Agreement and the other Purchase Agreement Documents furnished to the Lender are true, correct, in full force and effect and the provisions thereof have not been in any way modified, amended or waived, the Purchase Agreement Transaction has been closed and completed in accordance with the Purchase Agreement and the other Purchase Agreement Documents furnished to the Lender and in accordance with all applicable Laws. Signature TVI shall , including, any and all bulk transfer laws, the Borrowers have given public notice of their obligation to pay the obligations and liabilities assumed by the Borrowers under, and in connection with, the Purchase Agreement in accordance with the provisions of Article 6 of the Uniform Commercial Code, the Borrowers have obtained all consents, licenses and approvals to permit it to engage in the business previously operated and conducted by the Seller, and the Seller has duly and properly assigned to Signature TVI the Borrowers all of the Sellers’ its right, title and interest in, and to, any and all Trademarks, Copyrights and Patents, together with the goodwill of the Seller associated with, and/or symbolized by, any of the foregoing, and such assignment has been, or will be within thirty (30) days following the Closing Date, been duly and properly filed, registered and recorded with the United States Patent and Trademark Office, the United States Copyright Office and with such other state or federal Federal Governmental Authorities as may be necessary to effect and consummate an assignment of such Trademarks, Copyrights and Patents, together with the goodwill associated with, or symbolized by any of the foregoing from the Seller to the Borrowers. With respect to the The obligations and liabilities, other than those which arise in the ordinary course of business, liabilities of the Seller assumed by any one or more of the Borrowers under, and in connection with, the Purchase Agreement are fully and completely set forth in Schedule 4.1.13. The Lender shall have received a reliance letter in form and substance acceptable to the Lender in its sole and absolute discretion, executed and delivered by the Seller, which reliance letter shall grant to the Lender the benefit of all of the rights, warranties, and indemnifications benefiting any or all of the Borrowers under and in connection with the Purchase Agreement, the other Purchase Agreement Documents and the Purchase Agreement Transaction. In addition, the Lender shall have received from all opinions of counsel for the Seller and the Borrowers a list setting forth required under or in connection with the name of each Person to whom such obligations and liabilities are owedPurchase Agreement, the amount owed to such Person, other Purchase Agreement Documents and the due date or maturity date of each such amountPurchase Agreement Transaction.

Purchase Agreement Transaction. The Purchase Agreement Transaction shall have been completed and closed prior to or simultaneously herewith upon terms and conditions satisfactory to the Lender, in accordance with the Purchase Agreement and applicable Laws. The Lender shall have received photocopies of all Purchase Agreement Documents executed, delivered and/or furnished in connection with the Purchase Agreement Transaction, together with a certificate signed by a Responsible Officer of Signature TVI the Borrower certifying that (i) the Purchase Agreement and the other Purchase Agreement Documents furnished to the Lender are true, correct, in full force and effect and the provisions thereof have not been in any way modified, amended or waivedwaived in any material respect, (ii) the Purchase Agreement Transaction has been closed and completed in accordance with the Purchase Agreement and the other Purchase Agreement Documents furnished to the Lender and in accordance with all applicable Laws. Signature TVI shall have , including, any and all bulk transfer laws, (iii) the Borrower has obtained all material consents, licenses and approvals to permit it to engage in the business previously operated and conducted by the Seller, and (iv) the Seller has duly and properly assigned to Signature TVI the Borrower all of the Sellers’ its right, title and interest in, and to, any and all Trademarks, Copyrights and Patents, those trademarks being assigned to the Borrower under the Purchase Agreement together with the goodwill of the Seller associated with, and/or symbolized by, any of the foregoing, and such assignment has been, or will be within thirty (30) days following the Closing Date, been duly and properly filed, registered and recorded with the United States Patent and Trademark Office, the United States Copyright Office and with such other state or federal Federal Governmental Authorities as may be necessary to effect and consummate an assignment of such Trademarks, Copyrights and Patents, Trademarks together with the goodwill associated with, or symbolized by any of the foregoing from the Seller to the BorrowersBorrower. With respect to the obligations and liabilities, other than those which arise in the ordinary course of business, liabilities of the Seller assumed by any one or more of the Borrowers Borrower under, and in connection with, the Purchase Agreement, the Lender shall have received from the Borrowers Borrower a list setting forth the name of each Person to whom such obligations and liabilities are owed, the amount owed to such Person, and the due date or maturity date of each such amount. Life care bonds assumed in the Purchase Agreement Transaction can be aggregated by subject property.

Purchase Agreement Transaction. The Purchase Agreement Transaction shall have been completed and closed prior to or simultaneously herewith upon terms and conditions satisfactory to the Lender, in accordance with the Purchase Agreement and applicable Laws. The Lender shall have received photocopies of all Purchase Agreement Documents executed, delivered and/or furnished in connection with the Purchase Agreement Transaction, together with a certificate signed by a Responsible Officer of Signature TVI the U.S. Borrower certifying (a) that the Purchase Agreement and the other Purchase Agreement Documents furnished to the Lender are true, correct, in full force and effect and the provisions thereof have not been in any way modified, amended or waived, (b) the Purchase Agreement Transaction has been closed and completed in accordance with the Purchase Agreement and the other Purchase Agreement Documents furnished to the Lender and in accordance with all applicable Laws. Signature TVI shall have , including, any and all applicable antitrust and labor Laws, (c) the U.S. Borrower has obtained all any consents, licenses and approvals necessary to permit it to engage in own the business previously operated and conducted by the Seller, and the Seller has duly and properly assigned to Signature TVI all stock of the Sellers’ right, title and interest in, and to, any and all Trademarks, Copyrights and Patents, together with the goodwill of the Seller associated with, and/or symbolized by, any of the foregoing, and such assignment has been, or will be within thirty (30) days following the Closing Date, duly and properly filed, registered and recorded with the United States Patent and Trademark Office, the United States Copyright Office and with such other state or federal Governmental Authorities as may be necessary to effect and consummate an assignment of such Trademarks, Copyrights and Patents, together with the goodwill associated with, or symbolized by any of the foregoing from the Seller to the BorrowersDutch Borrower. With respect to the obligations and liabilities, other than those which arise in the ordinary course of business, liabilities of the Seller assumed by any one or more of the Borrowers Obligors under, and in connection with, the Purchase Agreement, the Lender shall have received from the Borrowers Obligors a list setting forth the name of each Person to whom such obligations and liabilities are owed, the amount owed to such Person, and the due date or maturity date of each such amount. In addition, the Lender shall have received all opinions of counsel for the Seller and the Obligors required under or in connection with the Purchase Agreement, the other Purchase Agreement Documents and the Purchase Agreement Transaction, on which opinions the Lender must be authorized to rely.