Common use of Seller Closing Documents Clause in Contracts

Seller Closing Documents. At the Closing, Seller shall execute and deliver to Purchaser the following documents: (i) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”), executed by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A Xxxx of Sale and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”).

Seller Closing Documents. At the Closing, Seller shall shall, subject to the terms of Sections 5(a) and 5(b) above, execute and deliver deliver, or cause to be executed and delivered, to Purchaser the following documents: (i) With respect to each of the properties described on Exhibit A that is located in Florida, a deed in the form of Exhibit C (the "Florida Deeds") in favor of Purchaser Kindred or, at the written request of Purchaser, in favor of one or any affiliate more affiliates of Purchaser Kindred, and/or one or more of the SHM Entities, designated in writing by Purchaser; (ii) With respect to the property described on Exhibit A that is designated by Purchaser as the desired grantee at least ten (10) days located in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; Texas, a deed in the absence form of any timely designation Exhibit D (the "Texas Deed", and together with the Florida Deeds, collectively, the "Deeds") in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Purchaser Kindred designated in writing by Purchaser; (iii) With respect to that portion of the Property that is commonly known as the desired grantee as aforesaidCasa Xxxx Rehab & Extended Care, Purchaser shall be the “Transferee”)Bradenton, Florida and that is ground leased by Seller, an Assignment and Assumption of Ground Lease in the form attached hereto as of Exhibit B E, executed in counterpart by Seller (the “Deed”"Assignment and Assumption Agreement") and in favor of Kindred or, at the request of Purchaser, an affiliate of Kindred, or one of the SHM Entities, designated in writing by Purchaser (in such latter case of an assignment to an affiliate of Kindred or one of the SHM Entities, Purchaser shall, by a written joinder, agree to guaranty to Seller the assignee's indemnity and other obligations under such Assignment and Assumption Agreement), executed by Seller; (iiiv) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C F; (v) Partial Lease Termination Agreements in the “form of Exhibits G-1, G-2, G-3 and G-4 (collectively, the "Termination Agreement”Agreements"), executed in counterpart by Seller; (ivvi) A Termination of Memorandum of Lease with respect to each of the properties listed on Exhibit A, in substantially the form of Exhibit D H (collectively, the “"MOL Termination”Terminations"), executed in counterpart by Seller; (vvii) A Amendments to each of the Master Leases referred to in the Termination Agreements, and to the Master Lease Agreement dated December 12, 2001 between Seller and Purchaser, in the form of Exhibits I-1, I-2, I-3, I-4 and I-5 (collectively, the "Master Lease Amendments"), executed in counterpart by Seller or, in the case of the aforesaid Master Lease Agreement dated December 12, 2001, by Ventas Finance I, LLC; (viii) With respect to each of the properties described on Exhibit A, a Xxxx of Sale and Assignment in the form of Exhibit EJ, in favor of Kindred, or, at the Transferee written request of Purchaser, in favor of one or more affiliates of Kindred, and/or one or more of the SHM Entities, designated in writing by Purchaser and, if and to the extent Seller owns and possesses any of the “"Personal Property” " referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereofPurchaser; and (viiiix) A closing statement, dated as of the Closing Date and duly legal opinion executed by Seller's internal counsel, setting forthin form and substance reasonably acceptable to Purchaser, among other thingsopining that this Agreement and the documents executed and delivered by Seller and, all payments if applicable, its affiliates pursuant to the terms of this Agreement have been duly authorized, executed and from Seller delivered by, and Purchaser in connection with the purchase are legal, valid and sale of the Property (the “Closing Statement”binding obligations of, such signatory(ies).

Seller Closing Documents. At Delivery by Seller to Buyer at the Closing, Seller shall execute and deliver to Purchaser Closing of the following documents:, each dated the Closing Date unless otherwise specified. (i) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; Limited Warranty Deeds in the absence forms of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form Exhibit A-1 (Geauga County) and Exhibit A-2 (Portage County) attached hereto as Exhibit B (the “Deed”)"Deeds") conveying the Real Property, duly executed and acknowledged by SellerSeller and in recordable form, conveying to Buyer title to the Real Property, subject only to the Permitted Exceptions; (ii) A certification xxxx of non-foreign status sale duly executed by Seller respecting the Animal Assets, Tangible Personal Property, and Records and Manuals in the form of SellerExhibit B attached hereto (the "Xxxx of Sale"); (iii) A Partial Lease Termination Agreement An assignment and assumption agreement duly executed by Seller respecting the Permits (if any) in the form of Exhibit C attached hereto (the “Termination Agreement”"Permit Assignment"), executed in counterpart by Seller; (iv) A Termination An assignment and assumption agreement duly executed by Seller respecting the Real Property Leases in the form of Memorandum of Exhibits D-1 and D-2 attached hereto (the "Real Property Lease Assignment"), together with all required landlord consents thereto (the "Landlord Consents"). (v) An assignment and assumption agreement duly executed by Seller respecting the Contracts and Agreements and Personal Property Leases in the form of Exhibit D E attached hereto (the “MOL Termination”"Contracts Assignment"), executed in counterpart by Seller;. (vvi) A Xxxx of Sale and Assignment The Film License Agreement duly executed by Seller in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form F attached hereto as Exhibit F;hereto. (vii) The Bring-Down Certificate Facility License Agreement duly executed by Seller in the form of Seller referenced in Section 4 hereof; andExhibit G attached hereto. (viii) An affidavit, duly executed by Seller, stating under penalty of perjury, Seller's United States taxpayer identification number and that Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Code and otherwise in the form prescribed by the Internal Revenue Service; (ix) A closing statementcertificate, dated duly executed by a Vice-President or the President of Seller certifying, to Seller's actual knowledge, that except as specifically stated therein the representations and warranties made in this Agreement by Seller are true and correct as of the Closing Date with the same effect as if made at and as of such time, and that Seller waives all conditions to Closing. (x) Copies of the resolutions, certified by the Secretary or an Assistant Secretary of Seller as being in full force and effect on the Closing Date, duly executed adopted by the Board of Directors of Seller evidencing the approval and authorization of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the taking of all necessary corporate action to enable Seller to comply with all of the terms of this Agreement. (xi) An affidavit of title in the form required by the Title Company in order to issue the title policies contemplated hereunder. (xii) A certificate of good standing of Seller, setting forth, among other things, all payments certified by the Secretary of State of Delaware dated within ten (10) days prior to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”)Closing.

Seller Closing Documents. At On or before the Closing Date, or, if a deadline is specified below, by such deadline, Seller shall deliver, or, in the case of the Office and Equipment Leases, cause MRML to deliver, directly to Purchaser or to the Escrowee, as is specified in Section 6.4 hereof, two (2) executed originals (or four (4) counterparts, as the case may be, but only one (1) executed original of each deed) of each of the following documents for each Partnership Interest or for the Mall Assets with respect to each Seller-Owned Mall, as the case may be (collectively, the "SELLER CLOSING DOCUMENTS"): (a) A resolution of the Board of Directors of each Seller, certified by their respective Secretaries, authorizing the execution and delivery of this Agreement, the Seller Closing Documents and the consummation of the transactions contemplated hereby. (b) An incumbency certificate certifying the authority of the officers of each Seller executing this Agreement or any Seller Closing Documents. (c) Limited or Special Warranty Deeds transferring to Purchaser or Purchaser's Nominee fee simple title to the Real Property comprising each Seller-Owned Mall, subject only to the Permitted Exceptions, in the form of the attached EXHIBIT 6.2(c). (d) Bills of Sale, with limited warranty covenants, transferring to Purchaser or Purchaser's Nominee all of the Personalty and the Other Assets with respect to each Seller-Owned Mall and with respect to any Personalty owned by MRML, in the form of EXHIBIT 6.2(d) attached hereto. (e) As to each Partnership Interest, four (4) counterparts of the Assignment of Partnership Interests and of an Amendment to Partnership Certificate. (f) As to each Seller-Owned Mall, four (4) counterparts of the Assignment of Leases. (g) As to each Seller-Owned Mall, four (4) counterparts of the Assignment of Contracts. (i) Four (4) counterparts of each Mortgage Loan Assignment and Assumption Agreement, including, without limitation, any UCC filings required in connection therewith. (j) Except as otherwise provided below, not later than fifty (50) days after the Effective Date, (i) Lease Estoppel Certificates from the tenant under each Lease for an Anchor Store, and, in the case of each Mall, from Tenants occupying at least eighty percent (80%) of all non-anchor rented area of the Mall, subject to the last sentence of this Section 6.2(j) (such non-anchor rented area for each Mall as of the Effective Date being listed on EXHIBITS A-1 through A-9); (ii) a Seller Lease Estoppel Certificate if and as provided in the last sentence of this Section ; (iii) a REA Estoppel Certificates from each Party to a Reciprocal Easement Agreement; (iv) a Lender Estoppel Certificate, not later than fifty-five (55) days after the Effective Date, from each Lender; and (v) a Partnership Estoppel Certificate executed by each partner in the respective Partnerships other than Seller and having attached thereto a set of the same partnership documents provided to Purchaser by Seller pursuant to Section 6.2(l). A Seller Lease Estoppel Certificate with respect to any Tenant shall expire and be of no force or effect upon Purchaser's receipt of the Lease Estoppel Certificate from the applicable Tenant consistent with the information set forth on the Rent Roll and the Seller Estoppel Certificate. An Estoppel Certificate shall be deemed to be in form and substance satisfactory to Purchaser if it is executed by the applicable Tenant or other Party with the information consistent with that set forth in the Rent Roll and if it is dated not more than sixty (60) days before the Closing Date, provided that if Purchaser extends the Inspection Period under Section 4.3(b), the foregoing sixty (60) day limitation shall be extended to ninety (90) days. If and to the extent that, despite Seller's compliance with Section 8.8 hereof, Seller does not obtain Lease Estoppel Certificates from Tenants occupying at least eighty percent (80%) of all non-anchor rented area of each Mall, and provided that Seller has delivered Tenant Estoppel Certificates from Tenants occupying at least sixty percent (60%) of all non-anchor rented area of the Mall, then Seller may satisfy the requirements of Section 6.2(j)(ii) by delivering to Purchaser, not later than fifty-five (55) days after the Effective Date, a Seller Lease Estoppel Certificate as to Leases identified by Purchaser (which identification Purchaser shall provide to Seller by fifty-two (52) days after the Effective Date) and sufficient to result in Purchaser having received Lease Estoppel Certificates plus Seller Lease Estoppel Certificates as to eighty percent (80%) of such non-anchor rented area of each Mall. (k) Not later than five (5) Business Days before the Closing Date, the Updated Rent Roll. (l) Not later than five (5) Business Days before the Closing Date, the execution copies of the Partnership Agreements or copies thereof, certified by an officer of Seller. (m) A FIRPTA Affidavit, executed by Marathon U.S. Realties, Inc. (n) A Form 1099S, executed by Marathon U.S. Realties, Inc.. (o) All consents and approvals of the Lenders necessary pursuant to Section 3.3, the Partnership Consents and all consents listed on EXHIBIT 9.1(m). (p) Legal opinion of Seller's counsel relating to the matters set forth in Sections 9.1(g), (h) and (o)(i). (q) Four (4) counterparts of each Assignment of Office and Equipment Lease. (r) Four (4) counterparts of the written notices (i) to each Party to any Reciprocal Easement Agreement affecting the Seller-Owned Malls advising it of the change of ownership and directing it to pay all charges under its Reciprocal Easement Agreement for all periods from and after the Closing Date as directed by Purchaser; (ii) to each Tenant in the Seller-Owned Malls advising it of the change of ownership and directing it to pay Rent and other charges under its Lease for all periods from and after the Closing Date as directed by Purchaser; (iii) a general notice to any Party to the Contracts relating to the Seller-Owned Malls advising of the transfer and assignment of Seller's interest in the Contracts to Purchaser and directing that future inquiries be made directly to Purchaser; and (iv) to each landlord under an Office and Equipment Lease advising of the transfer and directing that future invoices and other notices be given directly to Purchaser. (s) GAP Undertaking from Seller to the Title Company; subject to the provisions of Section 8.7 hereof, any documentation required to be executed by Seller and/or any other party in order to remove all Liens required to be removed by Seller pursuant to the terms of this Agreement, together with any fees, prepayment premiums, penalties or other funds needed to accomplish such removal (the net proceeds of the Balance of the Purchase Price payable to Seller pursuant to the Closing Statement may be applied for this purpose); and any documentation required to be executed by Seller with respect to any state, county, or local transfer taxes or documentary taxes applicable to the conveyance of the Property pursuant to this Agreement. (t) Such other documents, instruments or agreements that Seller may reasonably be required to execute and/or deliver on or prior to Closing pursuant to any provision of this Agreement. In addition, at or prior to the Closing, Seller shall execute also deliver to, or at the direction of, Purchaser all keys, codes, files, computer disks and deliver to Purchaser the following documents: (i) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; software included in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaidPersonalty, Purchaser shall be the “Transferee”)books, in the form attached hereto as Exhibit B (the “Deed”)records, executed by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”)files, executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”)marketing materials, executed in counterpart by Seller; (v) A Xxxx of Sale and Assignment in the form of Exhibit Esurveys, in favor of the Transferee andplans, if and specifications, or other written information or documents relating to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Malls in Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; 's possession and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”).

Seller Closing Documents. At or prior to the Closing, and in ------------------------ addition to any other instruments, documents or certificates otherwise required hereunder to be delivered by Seller, the Seller shall execute and deliver deliver, or cause to Purchaser be delivered, to Buyer, the following documents: (i) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to collectively as the “Transferee”; "Seller Closing Documents"): (a) Massachusetts Quitclaim Deeds in the absence of any timely designation of an affiliate of Purchaser respective forms attached hereto as Exhibits C-1 to C-6 (collectively, the desired grantee as aforesaid, Purchaser shall be the “Transferee”"Deeds"), conveying good and ------------------- marketable fee simple title to each parcel of the Real Property from Seller to Buyer, subject only to the Permitted Exceptions affecting such Real Property. (b) Bills of Sale in the form attached hereto as Exhibit B D, from --------- Seller transferring and selling to Buyer each and every item of Personal Property to be transferred hereunder (which are not covered by clauses (c), (d) and (e) hereof) with warranties of title, but without warranty as to condition, merchantability or fitness for use (the “Deed”"Bills of Sale"), executed . With respect to any item of Personal Property (such as the Motor Vehicles) owned by Seller;, title to which is registered in a public office, separate forms of assignment, in required form, shall be executed and delivered sufficient to cause registration of such title to be transferred to Buyer. (iic) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A Xxxx of Sale Assignment and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each Assumption Agreements in the form attached hereto as Exhibit F;E (the "Assignments"), from Seller transferring and assigning --------- (to the extent transferable or assignable) to Buyer all of the right, title and interest of the Seller in, to and under all Operating Agreements and Permits (other than Excluded Permits). (viid) The Bring-Down Certificate Assignment and Assumption of Lease Agreements in the form attached hereto as Exhibit F (the "Lease Assignments"), from the Seller referenced in Section 4 hereof; and--------- transferring and assigning (to the extent transferable or assignable) to Buyer all of the right, title and interest of the Seller in, to and under all Equipment Leases. (viiie) A closing statementAssignment and Assumption Agreements in the form attached hereto as Exhibit G (the "Intangibles Assignments"), dated as from the applicable Seller --------- transferring and assigning to Buyer all of the Closing Date right, title and duly interest of the Seller in, to and under the Miscellaneous Property Assets. If so requested Seller will deliver to Buyer separate assignments of any trademarks, tradenames or other Intellectual Property included in the Miscellaneous Property Assets. (f) Original copies, executed by or on behalf of the applicable Seller, setting forthof any required real estate transfer tax declarations, among other things, all payments to and from Seller and Purchaser or any similar documentation required in connection with any tax imposed by the purchase state, county or municipality on the transaction contemplated hereby. (g) Affidavits in the form attached hereto as Exhibit H stating --------- Seller's U.S. taxpayer identification number and sale that such Seller is a "United States person", as defined by Section 1445(f)(3) and Section 7701(b) of the Property Code. (h) The Title Policies pursuant to Section 5.02. (i) Such affidavits, indemnities, instruments, documents or certificates, executed by or on behalf of Seller in favor of the “Title Company and Buyer, as may be reasonably required by the Title Company as a condition to the issuance of any of the Title Policies as required hereunder, including but not limited to affidavits as to parties in possession and mechanics liens, which documents may, if required by the Title Company, include, without limitation, an ALTA owner's statement and a so-called "gap undertaking" required in order to effect a New York-style closing, but in no event shall Seller be obligated to deliver any instrument, document or certificate to the Title Company or to any other person if the effect thereof is to cause such Seller to assume or be subject to any liability or obligation to which it is not otherwise subject under the provisions of this Agreement, except for the indemnification obligations of the Seller under the gap undertaking. (j) Written notices in the form attached hereto as Exhibit I --------- addressed to the other party under each of the Operating Agreements, Equipment Leases and Reimbursement Programs advising them of the change of ownership of each of the Facilities, and directing all future inquiries, notices and payments if applicable, be made directly to Buyer and, to the extent consents may be required under any of such Reimbursement Programs (except Medicare, Medicaid and VA), originals of such consents, provided, that no consents shall be required from any entity shown on Schedule 5.04(j) unless Seller's 1998 annualized income ---------------- for all Facilities from its contractual arrangements with any such entity exceeds $500,000. (k) Such instruments, documents or certificates (including certificates of public officials to the extent the same are available) as Buyer or its counsel may reasonably request in order to attest to the organization and existence of Seller or the authority of Seller to execute and deliver this Agreement and to effect the transactions herein contemplated, and attesting to the taking of all necessary action to authorize the herein contemplated transactions. (l) To the extent any Employees are employees of an Affiliate of Seller, the written consent of such Affiliate to the provisions of this Agreement relating to such Employees. (m) The Preliminary Closing Statement”Statement pursuant to Section 6.03. (n) An updated list of Facility residents as of a date five days prior to the Closing in the form required by Section 4.01(i). (o) An opinion of Seller's counsel substantially in the form attached hereto a Schedule 5.04(o). ---------------- (p) Such other documents, instruments or agreements which Seller is required to deliver to Buyer pursuant to the provisions of this Agreement or which Buyer may, either at or subsequent to the Closing, deem reasonably necessary or desirable, in order to consummate the transactions contemplated by this Agreement, provided that the form thereof is reasonably acceptable to Seller and that Seller shall not, in connection with or by virtue of the execution and delivery of any such other documents, instruments or agreements be obligated to incur any Liabilities or obligations in addition to those otherwise herein contemplated.

Seller Closing Documents. At the Closing, (a) Seller shall execute and deliver have delivered to Purchaser the following documentsBuyer: (i) A deed in favor the Xxxx of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; Sale substantially in the absence of any timely designation of an affiliate of Purchaser form attached as Exhibit B, duly executed by Seller; --------- (ii) the desired grantee as aforesaid, Purchaser shall be the “Transferee”), Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B (the “Deed”)C, duly executed by Seller; (ii) A certification of non-foreign status of Seller;; --------- (iii) A Partial Lease Termination Agreement the Patent Assignment in substantially the form of attached hereto as Exhibit C (the “Termination Agreement”)D, duly executed in counterpart by Seller;; --------- (iv) A Termination of Memorandum of Lease the Trademark Assignment in substantially the form of attached hereto as Exhibit D (the “MOL Termination”)E, duly executed in counterpart by Seller;; --------- (v) A Xxxx of Sale and the Copyright Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in substantially the form attached hereto as Exhibit F, duly executed by Seller; --------- (vi) the Amendment and Consent to License Agreement (the "Stanford Assignment") in substantially the form attached hereto as Exhibit G, -------- ---------- --------- duly executed by Seller and The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University; (vii) The Bring-Down Certificate all consents to assignment required to transfer the Assumed Contracts to Buyer (the "Required Consents"), duly executed by parties ----------------- having the authority to so assign or consent to assign, in form and substance acceptable to Buyer, as well as a written confirmation from such third parties that the Contracts are in good standing, provided that any outstanding liabilities or cure amounts under such Assumed Contracts are the sole obligation of Seller referenced in Section 4 hereof; andand provided further that Buyer shall have the right to decline assignments of any of the Assumed Contracts if the outstanding liabilities or cure amounts under such Assumed Contracts are not discharged by Seller; (viii) A closing statement, dated all Governmental Authorizations and Required Waivers ("Required Waiver" shall mean (i) a waiver of notice of and consent to the Asset --------------- Sale and (ii) an acknowledgement that such warrants will continue in full force and effect as warrants to purchase the capital stock of the Closing Date and duly executed by Seller, setting forth, among other things, all payments Seller pursuant to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”their terms without any amendment thereto).;

Seller Closing Documents. At the Closing, Seller shall execute and deliver to Purchaser the following documents: (i) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”), executed by SellerVentas Brighton, LLC; (ii) A certification of non-foreign status of SellerVentas Brighton, LLC; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by SellerIntentionally deleted; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by SellerVentas Brighton, LLC; (v) A Xxxx of Sale and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller Ventas Brighton, LLC owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”).

Seller Closing Documents. At the Closing, Seller shall execute have duly executed, where applicable, and deliver delivered to Purchaser all of the following documents: (i) A deed in favor a good standing or similar certificate of Purchaser or any affiliate Seller; (ii) a xxxx of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), sale in the form attached hereto as Exhibit B (the “DeedXxxx of Sale”), executed by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A Xxxx of Sale an assignment and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each assumption agreement in the form attached hereto as Exhibit FC (the “Assignment and Assumption Agreement”); (iv) an assignment of the BioE License relating to the PrepaCyte CB Processing System in the form attached to this Agreement as Exhibit D (the “Sublicense Assignment”); (v) a non-competition and non-solicitation agreement in the form attached to this Agreement as Exhibit E, duly executed by Seller and Seller’s owners, members, managers and officers; (vi) Seller shall deliver to Purchaser a certificate stating that Seller is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (vii) The Bring-Down Certificate Purchaser shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 2.2(a) have been satisfied; (viii) Purchaser shall have received a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller referenced in Section 4 hereofcertifying that attached thereto are true and complete copies of all resolutions adopted by the members and managers of Seller authorizing the execution, delivery and performance of this Agreement and the other transaction documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby; and (viiiix) A closing statement, dated such other documents relating to the transactions contemplated by this Agreement as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”)may reasonably request.

Seller Closing Documents. At The Selling Parties, as the Closingcase may be, Seller shall execute and deliver deliver, or cause to Purchaser the following documentsbe delivered, to Buyer or Raven, as appropriate: (ia) A deed in favor a bxxx of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”)sale, in the form attached hereto as Exhibit B and substance acceptable to Buyer (the “DeedBxxx of Sale”)) and executed by the Selling Parties, for all of the Acquired Assets that are Tangible Personal Property; (b) an assignment, in form and substance acceptable to Buyer (the “Assignment and Assumption Agreement”) and executed by the Selling Parties, of all of the Acquired Assets that are intangible personal property, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities; (c) assignments to Raven of all Intellectual Property Assets, including all registered Marks, Patents and Copyrights, each in form and substance satisfactory to Raven and executed by the appropriate Selling Party or Parties; (d) an employment agreement, in form and substance satisfactory to Buyer, executed by SellerSxxxxx (the “Employment Agreement”); (iie) A certification a real property lease agreement between Buyer and Shareholder relating to the lease by Buyer of non-foreign status of Sellerthe Facilities owned by Shareholder and used in the Business; (iiif) A Partial Lease Termination a certificate of the Secretary of Seller certifying, as complete and accurate as of the First Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors (or equivalent) approving the execution and delivery of this Agreement in and the form other Transaction Documents and the consummation of Exhibit C (the “Termination Agreement”), executed in counterpart by SellerContemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and each of the other Transaction Documents; (ivg) A Termination a certificate of Memorandum the Secretary of Lease in Shareholder certifying, as complete and accurate as of the form First Closing, attached copies of Exhibit D the Governing Documents of Shareholder, certifying and attaching all requisite resolutions or actions of Shareholder’s board of directors (or equivalent) approving the “MOL Termination”), executed in counterpart by Sellerexecution and delivery of this Agreement and the other Transaction Documents and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Shareholder executing this Agreement and each of the other Transaction Documents; (vh) A Xxxx of Sale and Assignment in a certificate signed by the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate president of Seller referenced in Section 4 hereof; and (viii) A closing statementand Shareholder, dated as of the First Closing Date or Second Closing, as applicable, stating that the conditions specified in Section 6.1 and duly Section 6.2 have been fully satisfied; (i) an opinion of Seller’s Counsel, dated as of the First Closing or the Second Closing, as applicable, in form and substance acceptable to Buyers; (j) releases, acceptable to Buyers, of all Encumbrances on the Acquired Assets; (k) certificates dated as of a date not earlier than the thirtieth (30th) day immediately preceding the First Closing as to the good standing of Seller and Shareholder and payment of all applicable provincial Taxes by Seller and Shareholder, executed by the appropriate officials of the Province of Saskatchewan and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in Schedule 3.1; (l) the certificate and articles of incorporation and all amendments thereto of Seller, setting forthduly certified as of a date not later than the date that is thirty (30) days immediately preceding the First Closing, among other things, all payments to and from Seller and Purchaser in connection with by the purchase and sale Director of the Property Corporations Branch of the jurisdiction of Seller’s incorporation; and (m) such other documents relating to the “Closing Statement”)Contemplated Transactions as Buyer may reasonably request that are customary for similar transactions.

Seller Closing Documents. At the Closing, The Seller shall execute and deliver have delivered to Purchaser the Buyer the following documents: (ia) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”)a certificate, executed by the Secretary of Seller, certifying the Board of Directors of the Seller have approved the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby (with copies of the resolutions duly adopted by the Seller's Board of Directors attached), and certifying the incumbency of the officer or officer's of the Seller signing the Transaction Documents; (iib) A certification of non-foreign status of Sellerthe officer's certificate referred to in Section 13.1; (iiic) A Partial Lease Termination Agreement a certificate (dated not less than 5 Business Days prior to the Closing Date) of the Secretary of State of the jurisdiction of the Seller's incorporation as to the good standing of the Seller in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Sellersuch jurisdiction; (ivd) A Termination the Files and Records forming a part of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by SellerPurchased Property; (ve) A Xxxx of Sale the Assignment and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s optionAssumption Agreement; (vif) An affidavit and secretary’s certificate, each an opinion of counsel to the Seller in form satisfactory to the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forthBuyer to stating, among other things, all payments to and from Seller and Purchaser in connection with that the purchase and sale of the Purchased Property to the Buyer has been duly authorized by the Board of Directors of the Seller in accordance with applicable law; (g) an estoppel certificate from each landlord at the “Business Locations in form and substance satisfactory to the Buyer, and a California form UCC-2 from Coast Business Credit releasing its lien on the Purchased Property; (h) a duly executed Services Agreement, Escrow Agreement and Trademark Assignment; (i) physical possession and control of the Purchased Property; and (j) such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing Statement”)as the Buyer shall reasonably request.

Seller Closing Documents. At the ClosingThe Seller and/or Mid-Am, Seller as applicable, shall execute and deliver to Purchaser have delivered the following documents: (ia) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as to the desired grantee at least ten (10) days in advance Parent and the Buyer, a copy of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”), executed resolutions duly adopted by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A Xxxx of Sale and Assignment in the form of Exhibit E, in favor each of the Transferee andSeller’s and Mid-Am’s Board of Directors or managing member, if as applicable, authorizing the execution, delivery and to the extent Seller owns and possesses any performance of the “Personal Property” referenced thereinSeller Transaction Documents to which the Seller and/or Mid-Am are each, Seller shall deliver respectively, a party and the same to consummation of the Transferee or to the Propertytransactions contemplated thereby, at Seller’s option; (vi) An affidavit and secretary’s certificate, each as in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated effect as of the Closing Date and duly executed Date, certified by Seller, setting forth, among other things, all payments to and from an officer of the Seller and Purchaser Mid-Am, respectively; (b) to the Parent and the Buyer, for each of the Seller and Mid-Am, a certificate (dated not less than 5 Business Days prior to the Closing Date) of the Secretary of State of the jurisdiction of organization of each of the Seller and Mid-Am as to the good standing of the Seller and Mid-Am, respectively, in connection with such jurisdiction; Table of Contents (c) to the Buyer, the Files and Records forming a part of the Purchased Property; (d) to the Buyer, such bills of sale, special warranty deeds, assignments of leases and all other instruments of conveyance that are necessary to effect the purchase and sale of the Purchased Property and the transfer of Assumed Liabilities to be transferred to the Buyer on the Closing Date pursuant to the terms herein; (e) to the “Closing Statement”)Parent and/or the Buyer, as applicable, copies of the consents, waivers and approvals specified on Schedule 4.5; (f) such other documents relating to the transactions contemplated by the Transaction Documents as the Parent or the Buyer reasonably requests; and (g) to the Buyer, physical possession and control of the Purchased Property.

Seller Closing Documents. At the Closing, The Seller shall execute have delivered to the Buyer contemporaneously with the execution and deliver to Purchaser delivery of this Agreement (except for the certificate referenced in Section 12.2(e)(x) which shall be delivered on the Closing Date) the following documents: (i) A deed with respect to the Seller, a copy of the resolutions duly adopted by the Seller’s Board of Directors and stockholders authorizing the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby, as in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser effect as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as Date, certified by an officer of the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”), executed by Seller; (ii) A certification a certificate (dated not less than 5 Business Days prior to the Closing Date) of non-foreign status the Secretary of State of the jurisdiction of the Seller’s incorporation as to the good standing of the Seller in such jurisdiction; (iii) A Partial Lease Termination Agreement in the form Files and Records forming a part of Exhibit C (the “Termination Agreement”), executed in counterpart by SellerPurchased Property; (iv) A Termination such bills of Memorandum sale, special warranty deeds, assignments of Lease in the form leases and all other instruments of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A Xxxx of Sale and Assignment in the form of Exhibit E, in favor of the Transferee and, if and conveyance that are necessary to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with effect the purchase and sale of the Property Purchased Property, including the Assignment and Assumption Agreement; (v) the “Closing Statement”Assignment and Assumption Agreement executed by the Seller; (vi) the Lease Assignment and Assumption Agreement executed by the Parent, together with any applicable consents or waivers provided by the applicable landlord in connection therewith; (vii) the Laboratory Agreement executed by the Parent; (viii) the Agreement on Licenses executed by the Parent; (ix) copies of the consents, waivers and approvals specified on Schedule 12.2(c); (x) the certificate referenced in Section 12.2(a) and (b); (xi) an affidavit of the Seller in accordance with Section 1445 of the Code and such documentation as shall be required to comply with the reporting requirements of Section 1099-S of the Code; (xii) such other documents relating to the transactions contemplated by the Transaction Documents as the Buyer reasonably requests; and (xiii) physical possession and control of the Purchased Property.

Seller Closing Documents. At The Sellers shall have delivered to the Closing, Seller shall execute and deliver to Purchaser Buyer the following documents: (ia) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”)a certificate, executed by the Secretary of each Seller, certifying the board of directors and the shareholders of such Seller have approved the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby (with copies of the resolutions duly adopted by such Seller's board of directors and shareholders attached), and certifying the incumbency of the officer or officer's of such Seller signing the Transaction Documents; (iib) A the officer's certificate referred to in Section 12.2; (c) a certificate (dated not less than 5 Business Days prior to the Closing Date) of the Secretary of State of the jurisdiction of each Seller's state of incorporation as to the good standing of such Seller in such jurisdiction; (d) a certification of non-foreign status from each Seller that is selling the Purchased Property consisting of Sellera United States real property interest (within the meaning of Section 897(c) of the Code) pursuant to this Agreement, in the form and manner that complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder; (iiie) A Partial Lease Termination Agreement in the form Files and Records forming a part of Exhibit C (the “Termination Agreement”), executed in counterpart by SellerPurchased Property; (ivf) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by SellerAssignment and Assumption Agreement; (vg) A Xxxx opinions of Sale and Assignment in the form of Exhibit E, in favor of the Transferee and, if and counsel to the extent Seller owns Sellers and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same those Persons listed on Exhibits C-1 and C-2 in form and substance reasonably satisfactory to counsel to the Transferee or to the Property, at Seller’s optionBuyer; (vih) An affidavit and secretary’s certificate, each in such other documents relating to the form attached hereto transactions contemplated by the Transaction Documents as Exhibit Fthe Buyer reasonably requests; (viii) The Bring-Down Certificate a duly executed Trademark Assignment Agreement; (j) a duly executed Patent Assignment Agreement; (k) a duly executed Domain Name Assignment Agreement; (l) duly executed Escrow Agreements; (m) physical possession and control of Seller referenced in Section 4 hereofthe Purchased Property; (n) all consents that are required to transfer the Assigned Contracts and the Assumed Liabilities; and (viiio) A closing statement, dated as of such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with as the purchase and sale of the Property (the “Closing Statement”)Sellers shall reasonably request.