Common use of Purchaser’s Deliveries at Closing Clause in Contracts

Purchaser’s Deliveries at Closing. At the Closing, Purchaser and NYHC shall deliver the following documents to Seller all of which shall be in a form reasonably acceptable to Seller and its counsel: (a) Satisfaction of Purchaser's purchase price obligations by payment of the cash portion of the Purchase Price, and the issuance of the Note. (b) All consents, approvals and authorizations, all notices and all registrations and filings required to be obtained, given or made under any law, statute, rule, regulation, judgment, order, injunction, contract, agreement or other instrument to which the Purchaser or NYHC is a party, or by which either of them or any of their respective properties is bound or subject, in each case which is required to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by the Purchaser or NYHC of any of the terms thereof. (c) An opinion from counsel to the Purchaser and NYHC, dated the Closing Date, in the form described elsewhere in this Agreement. (d) Certificates of good standing, dated as of a date reasonably prior to the date of Closing, from the Secretary of State of the State of New York as to the good standing of the Purchaser and NYHC. (e) An assumption agreement pursuant to what the Purchaser assumes the Assumed Liabilities. (f) Certified copy of resolutions of the Board of Directors of Purchaser and NYHC authorizing, inter alia, the execution and delivery of this Agreement and in the case of Purchaser, the Note, and in both cases, the purchase of the Assets, and the other transactions contemplated hereby. (g) Officer's Certificate in the form described elsewhere in this Agreement. (h) Such other documents, instruments, certificates and agreements including without limitation, if assumed, the assumption of the lease, as Seller and its counsel may reasonably request.

Purchaser’s Deliveries at Closing. At the Closing, Purchaser and NYHC NHE shall deliver the following documents to Seller Seller, all of which shall be in a form reasonably acceptable to Seller and its their counsel: (a) Satisfaction of Purchaser's purchase price obligations by payment of the cash portion of the Purchase Price, and the issuance of the NoteNote portion of the Purchase Price. (b) All consents, approvals and authorizations, all notices and all registrations and filings required to be obtained, given or made under any law, statute, rule, regulation, judgment, order, injunction, contract, agreement or other instrument to which the Purchaser or NYHC NHE is a party, or by which either of them or any of their respective properties is bound or subject, in each case which is required to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by the Purchaser or NYHC NHE of any of the terms thereof. (c) An opinion from counsel to the Purchaser and NYHCNHE, dated the Closing Date, in the form described elsewhere in this Agreementattached as Exhibit 13.3(c). (d) Certificates of good standing, dated as of a date reasonably prior to the date of Closing, from the Secretary of State of the State of New York Delaware as to the good standing of the Purchaser and NYHCNHE. (e) An assumption agreement pursuant to what the Purchaser assumes the Assumed Liabilities. (f) Certified copy of resolutions of the Board of Directors of Purchaser and NYHC NHE authorizing, inter alia, the execution and delivery of this Agreement and in the case of Purchaser, the Note, and in both cases, the purchase of the Assets, and the other transactions contemplated hereby. (g) Officer's Certificate in the form described elsewhere in attached as Exhibit 13.3(g) of this Agreement. (h) Such other documents, instruments, certificates and agreements including without limitation, if assumed, the assumption of the lease, as Seller and its counsel may reasonably request.