Common use of Seller Closing Documents Clause in Contracts

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 deliver, or cause to be delivered, to Buyer, the following (herein referred to collectively as the "Seller Closing Documents"): (a) Massachusetts Quitclaim Deeds in the respective forms attached hereto as Exhibits C-1 to C-6 (collectively, the "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 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 "Bills of Sale"). 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. (c) Assignment and Assumption Agreements in the form attached hereto as Exhibit 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). (d) Assignment and Assumption of Lease Agreements in the form attached hereto as Exhibit F (the "Lease Assignments"), from the 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 Equipment Leases. (e) Assignment and Assumption Agreements in the form attached hereto as Exhibit G (the "Intangibles Assignments"), from the applicable Seller --------- transferring and assigning to Buyer all of the right, title and 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, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the 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 that such Seller is a "United States person", as defined by Section 1445(f)(3) and Section 7701(b) of the 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 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 On or prior to the ClosingClosing Date, and in ------------------------ addition to any other instruments, documents or certificates otherwise required hereunder to be delivered by Seller, the each Seller shall deliver, or cause to be delivered, to BuyerPurchaser the following documents (collectively, the following (herein referred to collectively as the "“Seller Closing Documents"):”), duly executed by the applicable Seller (or Sellers) and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser: (a) Massachusetts Quitclaim Deeds Special warranty deed or deeds in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the respective forms attached hereto as Exhibits C-1 to C-6 (collectively, the "Deeds"), conveying good Land and ------------------- marketable fee simple title to each parcel Improvements and all other items of the Real Property from Seller to Buyer, subject only to the Permitted Exceptions affecting such Real PropertyPurchaser. (b) Bills Assignment or assignments of Sale in the form attached hereto as Exhibit D, from --------- Seller transferring and selling to Buyer each and every item all 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 "Bills of Sale"). With respect to any item of Personal Property (such as the Motor Vehicles) owned by Seller’s right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which is registered have been recorded in a public office, separate forms of assignment, in required formappropriate land records, shall be executed and delivered sufficient to cause registration of such title to be transferred to Buyerin form suitable for recording. (c) Assignment and Assumption Agreements An assignment, in the form attached hereto as Exhibit E (the "Assignments")suitable for recording, from Seller transferring and assigning --------- (to the extent transferable or assignable) to Buyer of all of the Seller’s right, title and interest in the Operating Agreement with respect to the Property which is appurtenant to and running with Seller’s ownership of the Seller in, to Land and under all Operating Agreements and Permits (other than Excluded Permits)Improvements. (d) Assignment and Assumption of Lease Agreements in the form attached hereto as Exhibit F (the "Lease Assignments"), from the Seller --------- transferring and assigning (to the extent transferable or assignable) to Buyer all of the Seller’s right, title and interest of in and to the Assumed Contracts, Permits, Utility Deposits and other property owned by Seller in, to and under all Equipment Leasesin connection with the Property. (e) Assignment and Assumption Agreements in the form attached hereto as Exhibit G (the "Intangibles Assignments"), from the applicable Seller --------- transferring and assigning Bills of Sale sufficient to Buyer transfer to Purchaser all of the Seller’s right, title and interest of in and to 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 AssetsPersonalty. (f) Original copies, executed by or on behalf An affidavit of the applicable Seller, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the state, county or municipality on the transaction contemplated hereby. (g) Affidavits in the form attached hereto as Exhibit H each Seller stating --------- Seller's its U.S. taxpayer identification number and that such Seller it is a "“United States person"”, as defined by Section Sections 1445(f)(3) and Section 7701(b) of the Code. (g) The Tenant Estoppels. (h) The An estoppel certificate or other statement in form and substance satisfactory to Purchaser and the Title Policies Company from the association created pursuant to Section 5.02the Operating Agreement regarding Seller’s compliance with respect to each of the Parcels owned by Seller with the terms of the Operating Agreement, including, without limitation, that all assessments have been paid in full through the calendar month in which Closing shall occur. (i) Such affidavits, indemnities, instruments, documents or certificates, executed by or on behalf of Seller An updated Rent Roll 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 undertakingaccordance with Section 8.1(e). (j) Such certificates as Purchaser may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (k) A written certificate executed on behalf of Seller and addressed to Purchaser to the effect that all of the representations and warranties of Seller herein contained in Section 8.1 are true and correct in all material respects as of the Closing Date (as supplemented in accordance with Section 10.2) with the same force and effect as though remade and repeated in full on and as of the Closing Date or stating the specific respects, if any, in which any of the representations and warranties is untrue. (l) Written notices in the form attached hereto as Exhibit I --------- addressed (i) to the other party association established under each the Operating Agreement advising it of the Operating Agreements, Equipment Leases and Reimbursement Programs change of ownership; (ii) to the Tenants advising them of the change of ownership of and directing them to pay Rent and other charges under their respective Leases as directed by Purchaser; and (iii) to each Party to each of the Facilities, Assumed Contracts advising of the transfer and assignment of Seller’s interest in the Assumed Contracts to Purchaser and directing all that future inquiries, notices and payments if applicable, inquiries 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 EmployeesPurchaser. (m) The Preliminary Closing Statement pursuant Such documents and instruments as shall be reasonably required to substitute Purchaser for Seller as the plaintiff in legal actions contemplated by Section 6.037.8(a). (n) An updated list Certificates issued by the Florida Secretary of Facility residents as of a date five State, dated not more than fifteen (15) days prior to the Closing in Date, certifying the form required by Section 4.01(i)good standing of Seller through the Closing Date. (o) An opinion Copies of the Certificates of Limited Partnership of Sellers and any amendments thereto, certified by the Secretary of State of Florida as of a date not more than fifteen (15) days prior to the Closing Date, together with a certificate of the general partner(s) of Seller's counsel substantially in , to the form effect that the Certificate of Limited Partnership of Seller, as certified by the Secretary of State aforesaid has not been further amended, revised, restated, cancelled or rescinded up to and including the Closing Date and that the attached hereto a Schedule 5.04(o). ----------------copy of the partnership agreement of Seller and amendments thereto is true, accurate and complete. (p) Such other documentsOriginal, instruments or agreements which copies certified by Seller is required as true and correct, Leases with respect 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 Parcels owned by this Agreement, provided that the form thereof is reasonably acceptable to Seller and that Seller shall not, all Books and Records. (q) Keys and combinations to locked compartments within the portions of the Property owned by Seller. (r) An update of Schedule 8.1(f) showing amounts payable as of the Closing Date. (s) The schedules referred to in Sections 7.4(b) and 7.7. (t) The Third Party Consents. (u) Any and all documents required by any lender in connection with or by virtue Purchaser’s assumption of the execution and delivery of any such other documents, instruments or agreements be obligated to incur any Liabilities or obligations Assumed Debt in addition to those otherwise herein contemplatedaccordance with Section 9.2(g) hereof.

Seller Closing Documents. At On or prior to the ClosingClosing Date, and in Seller ------------------------ addition to any other instruments, documents or certificates otherwise required hereunder to be delivered by Seller, the Seller shall deliver, or cause to be delivered, to Buyer, Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (herein referred to collectively as collectively, the "Seller Closing Documents"):), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Massachusetts Quitclaim Deeds Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the respective forms attached hereto as Exhibits C-1 to C-6 (collectively, the "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 Special Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Sale Seller in the form attached hereto as Exhibit D, from --------- Seller transferring and selling Improvements 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 "Bills of Sale"). 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 BuyerPurchaser. (c) Assignment and Assumption Agreements in the form attached hereto as Exhibit E (the "Assignments"), from Seller transferring and assigning --------- (to the extent transferable or assignable) to Buyer of all of the Seller's right, title and interest of under the Seller in▇▇▇▇▇ Sublease, to and under all Operating Agreements and Permits (other than Excluded Permits)in form suitable for recording. (d) Assignment and Assumption or assignments of Lease Agreements in the form attached hereto as Exhibit F (the "Lease Assignments"), from the Seller --------- transferring and assigning (to the extent transferable or assignable) to Buyer all of the Seller's right, title and interest under the Leases, all of the Seller inwhich, to and under all Equipment Leasesthe extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (e) Assignment and Assumption Agreements in the form attached hereto as Exhibit G (the "Intangibles Assignments"), from the applicable Seller --------- transferring and assigning to Buyer of all of the Seller's right, title and 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 REA with respect to the Property Assetsin form suitable for recording. (f) Original copiesAssignment or assignments of all of Seller's right, executed by or on behalf title and interest under the Anchor Subleases, all of the applicable Seller, of any required real estate transfer tax declarations, or any similar documentation required which shall be in connection with any tax imposed by the state, county or municipality on the transaction contemplated herebyform suitable for recording. (g) Affidavits in the form attached hereto as Exhibit H stating --------- Assignment of all of Seller's right, title and interest in and to the Assumed Contracts. (h) ▇▇▇▇ of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty. (i) An affidavit of Seller stating its U.S. taxpayer identification number and that such Seller it is a "United States person", as defined by Section Sections 1445(f)(3) and Section 7701(b) of the Code. (hj) The Title Policies pursuant to Section 5.02Estoppels. (k) An updated Rent Roll in accordance with Section 7.1(e). (l) Such certificates as Purchaser may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (m) A written certificate executed on behalf of Seller and addressed to Purchaser to the effect that all of the representations and warranties of Seller herein contained in Section 7.1 are true and correct in all material respects as of the Closing Date with the same force and effect as though remade and repeated in full on and as of the Closing Date. (n) Written notices (i) to the Parties to the REA advising them of the change of ownership and directing them to pay all charges under the REA as directed by Purchaser; (ii) to the Tenants advising them of the change of ownership and directing them to pay Rents and other charges under their respective Leases as directed by Purchaser; and (iii) to each Party to each of the Contracts 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. (o) Such affidavitsdocuments and instruments as shall be reasonably required to substitute Purchaser for Seller as the plaintiff in legal actions contemplated by Section 6.9(c). (p) Certificate issued by the Delaware Secretary of State, indemnitiesdated not more than twenty (20) days prior to the Closing Date, certifying the good standing of Seller. (q) Certified resolutions of Seller and an incumbency certificate, indicating that the Transactions have been approved by Seller and setting forth the names of the officers of Seller authorized to execute documents on behalf of Seller with respect to the Transactions. (r) Original, or copies certified by Seller as true and correct, of the Ground Lease, the ▇▇▇▇▇ Sublease, the TIC Agreement, the Anchor Subleases, the Leases and the REA, together with all Books and Records. (s) Keys and combinations to locked compartments under Seller's control within the Property. (t) An update of Schedule 7.1(f) showing amounts payable as of the Closing Date or a date not more than ten (10) days prior thereto. (u) The schedules referred to in Sections 6.4(b), 6.6 and 6.8. (v) The Ground Lessor Consent, the TIC Parties Consent and the Contract Party Consents if required by any Assumed Contracts. (w) The instruments, documents or certificates, executed by or on behalf of Seller in favor of the Title Company and Buyer, certificates as may be are reasonably required by the Title Company to be executed or provided by Seller as a condition to the issuance of any of the Title Policies as required hereunder, including but not limited Policy at the Closing pursuant to affidavits as to parties in possession and mechanics liens, which documents may, if required by the Title CompanyCommitment, includeincluding, without limitation, an ALTA owner's statement affidavits 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 undertakingmechanics' lien affidavits. (jx) 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 Any instruments, documents or certificates (including certificates of public officials reasonably required to be executed by Seller with respect to any state, county or local transfer taxes applicable to the extent conveyance of 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 Property 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 On or prior to the ClosingClosing Date, and in Seller ------------------------ addition to any other instruments, documents or certificates otherwise required hereunder to be delivered by Seller, the Seller shall deliver, or cause to be delivered, to Buyer, Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (herein referred to collectively as collectively, the "Seller Closing Documents"):), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Massachusetts Quitclaim Deeds Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the respective forms attached hereto as Exhibits C-1 to C-6 (collectively, the "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 Limited Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Sale Seller in the form attached hereto as Exhibit D, from --------- Seller transferring and selling Improvements 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 "Bills of Sale"). 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 BuyerPurchaser. (c) Assignment and Assumption Agreements in the form attached hereto as Exhibit E (the "Assignments"), from Seller transferring and assigning --------- (to the extent transferable or assignable) to Buyer of all of the Seller's right, title and interest of under the Seller in▇▇▇▇▇ Sublease, to and under all Operating Agreements and Permits (other than Excluded Permits)in form suitable for recording. (d) Assignment and Assumption of Lease Agreements in the form attached hereto as Exhibit F (the "Lease Assignments"), from the Seller --------- transferring and assigning (to the extent transferable or assignable) to Buyer all of the Tusar's right, title and interest of under the Seller in▇▇▇▇▇ Sublease, to and under all Equipment Leasesin form suitable for recording. (e) Assignment and Assumption Agreements in the form attached hereto as Exhibit G (the "Intangibles Assignments"), from the applicable Seller --------- transferring and assigning to Buyer or assignments of all of the Seller's right, title and interest under the Leases, all of the Seller inwhich, to and under the Miscellaneous Property Assets. If so requested Seller will deliver extent the same relate to Buyer separate assignments of any trademarksLeases or memoranda thereof which have been recorded in appropriate land records, tradenames or other Intellectual Property included shall be in the Miscellaneous Property Assetsform suitable for recording. (f) Original copiesAssignment of all of Seller's right, executed by or on behalf of title and interest in the applicable Seller, of any required real estate transfer tax declarations, or any similar documentation required REA with respect to the Property in connection with any tax imposed by the state, county or municipality on the transaction contemplated herebyform suitable for recording. (g) Affidavits in the form attached hereto as Exhibit H stating --------- Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of which shall be in form suitable for recording. (h) Assignment of all of Seller's right, title and interest in and to the Assumed Contracts. (i) ▇▇▇▇ of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty. (j) An affidavit of Seller stating its U.S. taxpayer identification number and that such Seller it is a "United States person", as defined by Section Sections 1445(f)(3) and Section 7701(b) of the 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 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 On or prior to the ClosingClosing Date, and in ------------------------ addition to any other instruments, documents or certificates otherwise required hereunder to be delivered by Seller, the Seller shall deliver, or cause to be delivered, to Buyer, Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following (herein referred to collectively as the "Seller Closing Documents"): (a) Massachusetts Quitclaim Deeds in the respective forms attached hereto as Exhibits C-1 to C-6 documents (collectively, the "DeedsSELLER CLOSING DOCUMENTS"), conveying good duly executed by Seller and ------------------- marketable the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Statutory Warranty Deed or deeds in proper statutory form for recording, so as to convey the entire fee simple title to each parcel estate of Seller in the Land and Improvements and all other items of Real Property from Seller to Buyer, subject only to the Permitted Exceptions affecting such Real PropertyPurchaser. (b) Bills Assignment or assignments of Sale in the form attached hereto as Exhibit D, from --------- Seller transferring and selling to Buyer each and every item all 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 "Bills of Sale"). With respect to any item of Personal Property (such as the Motor Vehicles) owned by Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which is registered have been recorded in a public office, separate forms of assignment, in required formappropriate land records, shall be executed and delivered sufficient to cause registration of such title to be transferred to Buyerin form suitable for recording. (c) Assignment and Assumption Agreements in the form attached hereto as Exhibit E (the "Assignments"), from Seller transferring and assigning --------- (to the extent transferable or assignable) to Buyer of all of the Seller's right, title and interest of in the Seller in, DOA with respect to and under all Operating Agreements and Permits (other than Excluded Permits)the Property in form suitable for recording. (d) Assignment and Assumption of Lease Agreements in the form attached hereto as Exhibit F (the "Lease Assignments"), from the Seller --------- transferring and assigning (to the extent transferable or assignable) to Buyer all of the Seller's right, title and interest of in and to the Seller inContracts, to and under all Equipment Leasesthe extent assignable. (e) Assignment and Assumption Agreements in the form attached hereto as Exhibit G (the "Intangibles Assignments"), from the applicable Seller --------- transferring and assigning Bills of Sale sufficient to Buyer transfer to Purchaser all of the Seller's right, title and interest of in and to the Seller inPersonalty, 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, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the 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 it being understood that such Seller Bills of Sale shall contain the following language: No representation or warranty, express or implied, is a "United States person", as defined by Section 1445(f)(3) and Section 7701(b) of made regarding the Code. (h) The Title Policies pursuant to Section 5.02. (i) Such affidavits, indemnities, instruments, documents physical condition 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 quality of any of the Title Policies as required hereunderstructures, including but not limited to affidavits as to parties in possession and mechanics liensfixtures, which documents mayfacilities, if required by the Title Companyinstallations, includemachinery or equipment, without limitationin, an ALTA owner's statement and a so-called "gap undertaking" required in order to effect a New York-style closingon, but in no event shall Seller be obligated to deliver any instrument, document over 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 real property conveyed herewith, or any property constituting a part of this Agreementthe Personalty, except for the indemnification obligations of warranty that Seller is 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 sole owner of such Reimbursement Programs (except MedicarePersonalty, Medicaid free 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 clear 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 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.liens and

Seller Closing Documents. At or prior to On the ClosingExecution Date, and in ------------------------ addition to any other instruments, documents or certificates otherwise required hereunder to be delivered by Seller, the Seller shall deliver, or cause to be delivered, to Buyer, delivered into escrow ( under the terms of the Closing Escrow Agreement) the following (herein referred to collectively as the "Seller Closing Documents"): (a) Massachusetts Quitclaim Deeds in the respective forms attached hereto as Exhibits C-1 to C-6 documents (collectively, the "DeedsSELLER CLOSING DOCUMENTS"), conveying good duly executed by Seller and ------------------- marketable the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Special Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple title to each parcel estate of Seller in the Land and Improvements and all other items of Real Property from Seller to Buyer, subject only to the Permitted Exceptions affecting such Real PropertyPurchaser. (b) Bills Assignment and assumption of Sale in the form attached hereto as Exhibit D, from --------- Seller transferring and selling to Buyer each and every item all 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 "Bills of Sale"). With respect to any item of Personal Property (such as the Motor Vehicles) owned by Seller's right, title and interest under the leases, all of which, to the extent the same relate to Leases or memoranda thereof which is registered have been recorded in a public office, separate forms of assignment, in required formappropriate land records, shall be executed and delivered sufficient to cause registration of such title to be transferred to Buyerin form suitable for recording. (c) Assignment and Assumption Agreements in the form attached hereto as Exhibit E (the "Assignments"), from Seller transferring and assigning --------- (to the extent transferable or assignable) to Buyer assumption of all of the Seller's right, title and interest of in the Seller in, REA with respect to and under all Operating Agreements and Permits (other than Excluded Permits)the Property in form suitable for recording. (d) Assignment and Assumption assumption of Lease Agreements in the form attached hereto as Exhibit F (the "Lease Assignments"), from the Seller --------- transferring and assigning (to the extent transferable or assignable) to Buyer all of the Seller's right, title and interest of in and to the Seller inContracts, to and under all Equipment Leasesthe extent assignable. (e) Assignment and Assumption Agreements in the form attached hereto as Exhibit G (the "Intangibles Assignments"), from the applicable Seller --------- transferring and assigning Bills of Sale sufficient to Buyer transfer to Purchaser all of the Seller's right, title and interest of in and to 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 AssetsPersonalty. (f) Original copies, executed by or on behalf An affidavit of the applicable Seller, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the state, county or municipality on the transaction contemplated hereby. (g) Affidavits in the form attached hereto as Exhibit H Seller stating --------- Seller's its U.S. taxpayer identification number and that such Seller it is a "United States person", as defined by Section Sections 1445(f)(3) and Section 7701(b) of the Code. (hg) The Such certificates as Purchaser or the Title Policies pursuant Company may reasonably request as to Section 5.02the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (ih) Such affidavits, indemnities, instruments, documents or certificates, executed by or on behalf of Seller in favor of To the Title Company and Buyer, as may be reasonably required by the Title Company as a condition to the issuance of extent any of the Title Policies as required hereunderfollowing notices have not already been delivered in connection with the closing of the Second Financing, including but not limited to affidavits as to parties in possession and mechanics liens, which documents may, if required written notices prepared 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 Purchaser (i) 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 Parties to the other party under each of the Operating Agreements, Equipment Leases and Reimbursement Programs REA advising them of the change of ownership and directing them to pay all charges under the REA as directed by Purchaser; (ii) to the Tenants advising them of the change of ownership and directing them to pay Rent and other charges under their respective Leases as directed by Purchaser; and (iii) to each Party to each of the Facilities, Contracts advising of the transfer and assignment of Seller's interest in the Contracts to Purchaser and directing all that future inquiries, notices and payments if applicable, inquiries 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 $500,000Purchaser. (ki) Such Any instruments, documents or certificates (including certificates of public officials required by applicable law to be executed by Seller with respect to any state, county or local transfer taxes applicable to the extent conveyance of the same are available) as Buyer or its counsel may reasonably request in order Property pursuant 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 transactionsAgreement. (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 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). ---------------- (pj) Such other documents, instruments or agreements which Seller is required to deliver to Buyer Purchaser pursuant to the other provisions of this Agreement or which Buyer may, either at or subsequent to the Closing, Purchaser reasonably may deem reasonably necessary or desirable, desirable in order to consummate the transactions contemplated by this AgreementTransactions or to better vest in Purchaser title to the Property; provided, provided however, 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 documentsdocument, instruments instrument or agreements be obligated agreement which Purchaser reasonably deems necessary or desirable shall not impose upon Seller any cost, obligation or liability other than an obligation or liability expressly imposed upon Seller pursuant to incur any Liabilities the terms of this Agreement or obligations pursuant to the terms of the other Seller Closing Documents specified in addition to those otherwise herein contemplatedthis Section 4.2.

Seller Closing Documents. At On or prior to the ClosingClosing Date, and in Seller ------------------------ addition to any other instruments, documents or certificates otherwise required hereunder to be delivered by Seller, the Seller shall deliver, or cause to be delivered, to Buyer, Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (herein referred to collectively as collectively, the "Seller Closing Documents"):), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Massachusetts Quitclaim Deeds Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the respective forms attached hereto as Exhibits C-1 to C-6 (collectively, the "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 Special Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Sale Seller in the form attached hereto as Exhibit D, from --------- Seller transferring and selling Improvements 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 "Bills of Sale"). 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 BuyerPurchaser. (c) Assignment and Assumption Agreements in the form attached hereto as Exhibit E (the "Assignments"), from Seller transferring and assigning --------- (to the extent transferable or assignable) to Buyer of all of the Seller's right, title and interest of under the Seller in▇▇▇▇▇ Sublease, to and under all Operating Agreements and Permits (other than Excluded Permits)in form suitable for recording. (d) Assignment and Assumption or assignments of Lease Agreements in the form attached hereto as Exhibit F (the "Lease Assignments"), from the Seller --------- transferring and assigning (to the extent transferable or assignable) to Buyer all of the Seller's right, title and interest under the Leases, all of the Seller inwhich, to and under all Equipment Leasesthe extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (e) Assignment and Assumption Agreements in the form attached hereto as Exhibit G (the "Intangibles Assignments"), from the applicable Seller --------- transferring and assigning to Buyer of all of the Seller's right, title and 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 REA with respect to the Property Assetsin form suitable for recording. (f) Original copiesAssignment or assignments of all of Seller's right, executed by or on behalf title and interest under the Anchor Subleases, all of the applicable Seller, of any required real estate transfer tax declarations, or any similar documentation required which shall be in connection with any tax imposed by the state, county or municipality on the transaction contemplated herebyform suitable for recording. (g) Affidavits in the form attached hereto as Exhibit H stating --------- Assignment of all of Seller's right, title and interest in and to the Assumed Contracts. (h) ▇▇▇▇ of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty. (i) An affidavit of Seller stating its U.S. taxpayer identification number and that such Seller it is a "United States person", as defined by Section Sections 1445(f)(3) and Section 7701(b) of the Code. (hj) The Title Policies pursuant to Section 5.02Estoppels. (k) An updated Rent Roll in accordance with Section 7.1(e). (l) Such certificates as Purchaser may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (m) A written certificate executed on behalf of Seller and addressed to Purchaser to the effect that all of the representations and warranties of Seller herein contained in Section 7.1 are true and correct in all material respects as of the Closing Date with the same force and effect as though remade and repeated in full on and as of the Closing Date. (n) Written notices (i) to the Parties to the REA advising them of the change of ownership and directing them to pay all charges under the REA as directed by Purchaser; (ii) to the Tenants advising them of the change of ownership and directing them to pay Rents and other charges under their respective Leases as directed by Purchaser; and (iii) to each Party to each of the Contracts 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. (o) Such affidavitsdocuments and instruments as shall be reasonably required to substitute Purchaser for Seller as the plaintiff in legal actions contemplated by Section 6.9(c). (p) Certificate issued by the Arizona Secretary of State, indemnitiesdated not more than twenty (20) days prior to the Closing Date, certifying the good standing of Seller. (q) Copies of the Certificate of Formation of Seller and any amendments thereto, certified by the Secretary of State of Arizona as of a date not more than twenty (20) days prior to the Closing Date, together with a certificate of the managing member of Seller, to the effect that the Certificate of Formation of Seller, as certified by the Secretary of State aforesaid has not been further amended, revised, restated, cancelled or rescinded up to and including the Closing Date and that the attached copy of the operating agreement or certificate of Seller and amendments thereto is true, accurate and complete. (r) Original, or copies certified by Seller as true and correct, of the Ground Lease, the ▇▇▇▇▇ Sublease, the TIC Agreement, the Anchor Subleases, the Leases and the REA, together with all Books and Records. (s) Keys and combinations to locked compartments under Seller's control within the Property. (t) An update of Schedule 7.1(f) showing amounts payable as of the Closing Date or a date not more than ten (10) days prior thereto. (u) The schedules referred to in Sections 6.4(b), 6.6 and 6.8. (v) The Ground Lessor Consent, the TIC Parties Consent and the Contract Party Consents if required by any Assumed Contracts. (w) The instruments, documents or certificates, executed by or on behalf of Seller in favor of the Title Company and Buyer, certificates as may be are reasonably required by the Title Company to be executed or provided by Seller as a condition to the issuance of any of the Title Policies as required hereunder, including but not limited Policy at the Closing pursuant to affidavits as to parties in possession and mechanics liens, which documents may, if required by the Title CompanyCommitment, includeincluding, without limitation, an ALTA owner's statement affidavits 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 undertakingmechanics' lien affidavits. (jx) 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 Any instruments, documents or certificates (including certificates of public officials reasonably required to be executed by Seller with respect to any state, county or local transfer taxes applicable to the extent conveyance of the same are available) as Buyer or its counsel may reasonably request in order Property pursuant 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 transactionsAgreement. (ly) To the extent any Employees are employees Assignment of an Affiliate all of Seller's right, the written consent of such Affiliate title and interest in and to the provisions of this Agreement relating to such EmployeesTIC Agreement. (m) The Preliminary Closing 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). ---------------- (pz) Such other documents, instruments or agreements which Seller is required to deliver to Buyer Purchaser pursuant to the other provisions of this Agreement or which Purchaser or the Title Company reasonably may deem necessary in order to consummate the Transactions and to better vest in Purchaser title to the Property; provided, however, that any such other document, instrument or agreement which Purchaser reasonably deems necessary shall not impose upon Seller any obligation or liability other than an obligation or liability expressly imposed upon Seller pursuant to the terms of this Agreement or pursuant to the terms of the other Seller Closing Documents specified in this Section 5.2. Notwithstanding any provision to the contrary set forth elsewhere in this Agreement, if after the use of best efforts to do so Seller is unable to deliver to Purchaser at Closing the Ground Lessor Consent, the TIC Parties Consent, the Contract Party Consents or the Estoppels, Purchaser shall have the option, as Purchaser's sole and exclusive right and remedy either (i) to terminate this Agreement by giving written notice of such termination to Seller on or before the Closing or (ii) to complete Closing without the delivery of such item or items and waive the requirement for the delivery of such item or items. If Purchaser shall terminate this Agreement pursuant to the provisions of this Section, this Agreement shall be null and void and no party shall have any further rights or which Buyer may, either at obligations under this Agreement (other than any right or subsequent to obligation that expressly survives the Closing, deem reasonably necessary or desirable, in order to consummate the transactions contemplated by termination of this Agreement), provided that and the form thereof is reasonably acceptable to Seller ▇▇▇▇▇▇▇ Money and that Seller shall notall interest accrued thereon, in connection with or by virtue net of the execution and delivery one-half (1/2) of any such other documentsfees or costs charged by the Escrow Agent, instruments or agreements shall immediately be obligated returned to incur any Liabilities or obligations in addition to those otherwise herein contemplatedPurchaser.