Common use of Purchasers Deliverables Clause in Contracts

Purchasers Deliverables. At the Closing, the Purchaser shall deliver to the Sellers: (a) A wire transfer of immediately available federal funds payable to CHP and/or its lenders in the aggregate amount of the Purchase Price under Section 4.1; (b) All required completed real estate transfer declarations or exemption certificates, affidavits of non-foreign status, title affidavits and other customary real estate transfer forms and certificates for exemption from sales, use or excise tax with respect to the Purchased Assets (provided that Purchaser is not required to represent or warrant more than Purchaser represents or warrants in this Agreement); (c) The executed Xxxx of Sale and Assignment and Assumption Agreement attached hereto as Exhibit B; (d) The executed IT Transition Services Agreement attached hereto as Exhibit C; (e) The executed License attached hereto as Exhibit D; (f) The executed Limited Power of Attorney attached hereto as Exhibit E; (g) The executed Custodian of Medical Records Agreement attached as Exhibit H; (h) The executed Mission Services Agreement attached hereto as Exhibit G; (i) Copies of the resolutions and other actions of the manager and member, as applicable, of Purchaser and HMA, authorizing the execution and delivery of this Agreement and the consummation by such corporations of the Transaction, which copies have been certified by the secretary or assistant secretary of each such corporation and dated as of the Closing Date; (j) A certificate of good standing (or similar document) for Purchaser issued by the Secretary of State of Tennessee and HMA issued by the Secretary of Sate of Delaware dated within thirty (30) days prior to the Closing Date; (k) One or more certificates of incumbency of the respective officers of Purchaser and HMA, executing this Agreement and the other documents described herein, dated as of the Closing Date; (l) a certificate of a duly authorized officer of Purchaser and HMA certifying Purchaser’s and HMA’s satisfaction as of the Closing Date of the conditions provided by Section 14.2(f); (m) The executed General Transition Services Agreement attached hereto as Exhibit I; (n) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J; (o) The severance agreements with each Senior Management Employee per Section 5.1.4 above in a form and substance reasonably acceptable to both Sellers and Purchaser; (p) The executed Parkside MOB Sublease; and

Purchasers Deliverables. At the Closing, Purchaser will deliver the following items to Seller, and the delivery of each item will be a condition to Seller’s obligations under this Agreement: (i) the Purchase Price; (ii) an original counterpart of this Agreement duly executed by Purchaser; and (iii) such other documents, certificates, consents, waivers and supporting papers necessary to consummate the transactions contemplated by this Agreement. Section 2 details actions to be undertaken by each party pursuant to the agreement. [9] This provision affects the transfer of the patent(s) from the Seller to the Purchaser. Acknowledging consideration may help avoid enforceability issues, e.g., see Exhibit A. [10] This provision defines when the sale, assignment, and transfer of patent rights is effective. Consider adding “subject to all Encumbrances and Obligations, along with the right to sue for and collect past damages” consistent with the definition of “Assigned Patent Rights.” [11] After execution of the Agreement, formal assignment documents may need to be signed by the Seller, the provision being referred to as a “Further Assurances Clause.” Alternatively, such a provision may be considered: “Seller agrees it shall be legally bound, upon request of the Purchaser shall deliver or its successors or assigns or a legal representative thereof, to supply all information and evidence of which the Seller has knowledge or possession, relating to the Sellers: (a) A wire transfer making and practice of immediately available federal funds payable said invention, to CHP and/or its lenders testify in any legal proceeding relating thereto, to execute all instruments proper to patent the invention in the aggregate amount United States of America and foreign countries in the name of the Purchaser, and to execute all instruments proper to carry out the intent of this instrument.” [12] The purpose of this provision is to specify the calculation of late fees charged for Purchaser’s late payment. The Seller may consider the following language to discourage late payment by the Purchaser: “Purchaser shall not receive any right, title, or interest in or to the Assigned Patent Rights until Seller has received the Purchase Price under Section 4.1; (b) All required completed real estate transfer declarations or exemption certificates2.2 in addition to a late charge calculated at the lesser rate of ....” [13] In addition to late fees, affidavits of non-foreign status, title affidavits and other customary real estate transfer forms and certificates this section may provide for exemption from sales, use or excise tax with respect to the Purchased Assets (provided that Purchaser is not required to represent or warrant more than Purchaser represents or warrants in this Agreement); (c) The executed Xxxx of Sale and Assignment and Assumption Agreement attached hereto as Exhibit B; (d) The executed IT Transition Services Agreement attached hereto as Exhibit C; (e) The executed License attached hereto as Exhibit D; (f) The executed Limited Power of Attorney attached hereto as Exhibit E; (g) The executed Custodian of Medical Records Agreement attached as Exhibit H; (h) The executed Mission Services Agreement attached hereto as Exhibit G; (i) Copies termination of the resolutions and other actions Agreement in the event that the Purchaser does not pay within a certain amount of time. The Seller may consider using the manager and memberfollowing language to discourage late payment by the Purchaser: “Without prejudice to any late charges accrued, as applicable, of Purchaser and HMA, authorizing the execution and delivery of Seller may terminate this Agreement if the Purchase Price under Section 2.2 and the consummation any late charges are not paid by such corporations of the Transaction, which copies have been certified by the secretary or assistant secretary of each such corporation and dated as of the Closing Date; Purchaser within fifteen (j) A certificate of good standing (or similar document) for Purchaser issued by the Secretary of State of Tennessee and HMA issued by the Secretary of Sate of Delaware dated within thirty (3015) days prior to the Closing Date; (k) One or more certificates of incumbency of the respective officers of Purchaser and HMA, executing this Agreement and the other documents described herein, dated as of the Closing Date; (l) a certificate of a duly authorized officer of Purchaser and HMA certifying Purchaser’s and HMA’s satisfaction as of the Closing Date of the conditions provided by Section 14.2(f); (m) The executed General Transition Services Agreement attached hereto as Exhibit I; (n) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J; (o) The severance agreements with each Senior Management Employee per Section 5.1.4 above in a form and substance reasonably acceptable to both Sellers and Purchaser; (p) The executed Parkside MOB Sublease; andClosing.”

Purchasers Deliverables. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Sellers of their obligations pursuant to Section 7.2, the Purchaser shall deliver deliver, or cause to be delivered, the Sellersfollowing: (a) A wire a duly executed assignment and assumption agreement related to the transfer of immediately available federal funds payable to CHP and/or its lenders in the aggregate amount of the Purchase Price under Section 4.1; (b) All required completed real estate transfer declarations or exemption certificates, affidavits of non-foreign status, title affidavits and other customary real estate transfer forms and certificates for exemption from sales, use or excise tax with respect to the Purchased Assets (provided that Purchaser is not required to represent or warrant more than Purchaser represents or warrants in this Agreement); (c) The executed Xxxx of Sale and Assignment and Assumption Agreement attached hereto as Exhibit B; (d) The executed IT Transition Services Agreement attached hereto as Exhibit C; (e) The executed License attached hereto as Exhibit D; (f) The executed Limited Power of Attorney attached hereto as Exhibit E; (g) The executed Custodian of Medical Records Agreement attached as Exhibit H; (h) The executed Mission Services Agreement attached hereto as Exhibit G; (i) Copies of the resolutions and other actions of the manager and member, as applicable, of Purchaser and HMA, authorizing the execution and delivery of this Agreement and the consummation by such corporations of the Transaction, which copies have been certified by the secretary or assistant secretary of each such corporation and dated as of the Closing Date; (j) A certificate of good standing (or similar document) for Purchaser issued by the Secretary of State of Tennessee and HMA issued by the Secretary of Sate of Delaware dated within thirty (30) days prior to the Closing Date; (k) One or more certificates of incumbency of the respective officers of Purchaser and HMA, executing this Agreement and the other documents described hereinUnits, dated as of the Closing Date; (l) a certificate of a duly authorized officer of Purchaser and HMA certifying Purchaser’s and HMA’s satisfaction as of the Closing Date of the conditions provided by Section 14.2(f); (m) The executed General Transition Services Agreement attached hereto as Exhibit I; (n) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J; (o) The severance agreements with each Senior Management Employee per Section 5.1.4 above , in a form and substance reasonably acceptable satisfactory to both Sellers the Sellers; (b) wire transfer(s) of immediately available funds of an amount equal to the Estimated Cash Purchase Price to an account (or accounts) designated by the Sellers, in accordance with Section 2.2; (c) the Seller Note, together with, the Pledge and Security Agreement (as defined in the Seller Note) and to the extent required by the terms of the Seller Note, any related promissory notes, and all related ancillary documentation and schedules required to be delivered by the Purchaser or its Affiliates pursuant thereto (including all of the deliverables set forth in or contemplated by Section 5.14 of the Seller Note), in each case to the extent applicable duly executed by the Purchaser or such Affiliate, in each case, in accordance with Section 2.2; (d) counterpart signature pages to the Utility Agreements, the License Agreement, the Revenue Share Agreement, the Common Interest and Cooperation Agreement and the Transition Services Agreement, in each case duly executed by Purchaser; (pe) The executed Parkside MOB Subleaseon behalf of the Company or the Subsidiaries (as applicable), wire transfer(s) of immediately available funds of all amounts necessary to discharge fully all Estimated Closing Transaction Expenses, in the amounts and in accordance with the payment instructions set forth on the Preliminary Closing Statement; and (f) to the Sellers, a certificate by an authorized officer of the Purchaser, dated as of the Closing, certifying on behalf of the Purchaser that the conditions set forth in Section 6.1(a) and Section 6.1(b) have been fulfilled.

Purchasers Deliverables. At or prior to the Closing, the Purchaser shall deliver deliver, or cause to deliver, to the Sellers’ Representative the following: (a) A payment to each Seller of their respective Proportional Share of the Closing Cash Consideration to be delivered to each Seller on the Closing Date by wire transfer of immediately available federal funds payable to CHP and/or its lenders in the aggregate amount of accounts for the Purchase Price under Section 4.1respective Sellers designated on Schedule 1.01(i); (b) All required completed real estate transfer declarations or exemption certificatesthe Flow of Funds Memorandum, affidavits of non-foreign status, title affidavits and other customary real estate transfer forms and certificates for exemption from sales, use or excise tax with respect to duly executed by the Purchased Assets (provided that Purchaser is not required to represent or warrant more than Purchaser represents or warrants in this Agreement)Purchaser; (c) The executed Xxxx a certificate of Sale an officer of the Purchaser certifying as complete, accurate and Assignment and Assumption Agreement attached hereto in effect as Exhibit B; (d) The executed IT Transition Services Agreement attached hereto as Exhibit C; (e) The executed License attached hereto as Exhibit D; (f) The executed Limited Power of Attorney attached hereto as Exhibit E; (g) The executed Custodian of Medical Records Agreement attached as Exhibit H; (h) The executed Mission Services Agreement attached hereto as Exhibit G; the Closing Date (i) Copies attached copies of the Purchaser’s articles of organization and operating agreement, (ii) all requisite resolutions and other or actions of the Purchaser’s manager and member, as applicable, of Purchaser and HMA, authorizing approving the execution and delivery of this Agreement Agreement, the other Transaction Documents to which the Purchaser is a party and the consummation by such corporations of the TransactionContemplated Transactions, which copies have been certified by and (iii) as to the secretary or assistant secretary of each such corporation incumbency and dated as signatures of the Closing Dateofficers of the Purchaser executing any Transaction Document or other document, certificate or instrument relating to the Contemplated Transactions; (jd) A a certificate of good standing status, dated not earlier than ten (or similar document) for Purchaser issued by the Secretary of State of Tennessee and HMA issued by the Secretary of Sate of Delaware dated within thirty (3010) days prior to the Closing Date, for the Purchaser from State of Maryland; (ke) One or more certificates of incumbency assignment instruments evidencing the transfer of the respective officers IGC Shares in favor of Purchaser the Sellers together with stock certificates issued by IGC in the name of each of the Sellers and HMA, executing this Agreement and the other documents described herein, dated as representing each Sellers’ Proportional Share of the Closing DateStock Consideration; (lf) a certificate of a the Business Protection Agreement[s], duly authorized officer of Purchaser and HMA certifying Purchaser’s and HMA’s satisfaction as of executed by the Closing Date of the conditions provided by Section 14.2(f); (m) The executed General Transition Services Agreement attached hereto as Exhibit I; (n) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J; (o) The severance agreements with each Senior Management Employee per Section 5.1.4 above in a form and substance reasonably acceptable to both Sellers and Purchaser; (pg) The executed Parkside MOB SubleaseIntentionally left blank; and] (h) such other documents, instruments and certificates as reasonably requested by the Seller or the Seller’s counsel in order to affect the Contemplated Transactions.

Purchasers Deliverables. At the Closing, the Purchaser shall deliver to the Sellers: Closing (a) A wire transfer of immediately available federal funds payable to CHP and/or its lenders in the aggregate amount of the Purchase Price under Section 4.1; (b) All required completed real estate transfer declarations or exemption certificates, affidavits of non-foreign status, title affidavits and other customary real estate transfer forms and certificates for exemption from sales, use or excise tax with respect to the Purchased Assets (provided that Purchaser is not required to represent or warrant more than Purchaser represents or warrants at such earlier time as may be specified in this Agreement); , Purchaser will deliver to Seller the following (c) The executed Xxxx of Sale and Assignment and Assumption Agreement attached hereto as Exhibit B; (d) The executed IT Transition Services Agreement attached hereto as Exhibit C; (e) The executed License attached hereto as Exhibit D; (f) The executed Limited Power of Attorney attached hereto as Exhibit E; (g) The executed Custodian of Medical Records Agreement attached as Exhibit H; (h) The executed Mission Services Agreement attached hereto as Exhibit G;the "Purchaser's Deliverables"): (i) Copies of the resolutions and other actions of the manager and member, The Initial Cash Amount (together with any amount payable pursuant to Section 1.2(b)) in immediately available funds by wire transfer to an account or accounts as applicable, of directed by Seller by notice to Purchaser and HMA, authorizing the execution and delivery of this Agreement and the consummation by such corporations of the Transaction, which copies have been certified by the secretary or assistant secretary of each such corporation and dated as of the Closing Date; not later than two (j2) A certificate of good standing (or similar document) for Purchaser issued by the Secretary of State of Tennessee and HMA issued by the Secretary of Sate of Delaware dated within thirty (30) business days prior to the Closing Date; (kii) One or more certificates of incumbency The Escrow Agreement, together with the Escrow Amount which shall be deposited into escrow with the Escrow Agent by Purchaser subject to the terms of the respective officers of Purchaser and HMA, executing this Agreement and the other documents described herein, dated as of the Closing DateEscrow Agreement; (liii) A long form Certificate of Good Standing of Purchaser, issued by the Secretary of State of the State of Texas, and a Franchise Tax Certification of Account Status, issued by the Texas Comptroller of Public Accounts, both dated within five (5) Business Days of Closing; (iv) A certificate of from a duly authorized officer of Purchaser certifying that all representations and HMA certifying Purchaser’s warranties made herein by Purchaser are true and HMA’s satisfaction correct in all respects when made and shall be true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the conditions provided Closing and that Purchaser has performed and complied with each covenant and condition required by Section 14.2(f)this Agreement to be performed or complied with by it before or at the Closing; (mv) The executed General Transition Services A certificate of the Secretary of Purchaser attaching true, correct and complete copies of the Articles of Incorporation and Bylaws of Purchaser as in effect on the Closing Date, and certifying as to the incumbency and signatures of all officers of Purchaser who will execute this Agreement, any Ancillary Document (as defined in Section 2.2 below) or any other agreement or document prepared in connection with this Agreement attached hereto as Exhibit Ior any Ancillary Document or the consummation of the transactions contemplated hereby or thereby and all resolutions duly adopted by the Board of Directors of Purchaser authorizing the execution and delivery of this Agreement, the Ancillary Documents and all other documents being entered into by Purchaser related to, or arising from, this Agreement or any Ancillary Document; (nvi) The executed Accounts Receivable Support Agreement attached hereto as An instrument of assumption evidencing the assumption of the Assumed Liabilities substantially in the form of Exhibit J;C hereto (ovii) The severance agreements with each Senior Management Employee per Such other previously undelivered documents required to be delivered by Purchaser to Seller pursuant to this Agreement or the transactions contemplated hereby at or prior to the Closing, including the counterpart signature pages of the documents referenced in Section 5.1.4 above in a form and substance reasonably acceptable to both Sellers and Purchaser; (p1.3(b) The executed Parkside MOB Sublease; andhereof.