Common use of Seller Parties’ Closing Deliveries Clause in Contracts

Seller Parties’ Closing Deliveries. At the Closing, Seller Parties shall deliver the following to Purchaser: (i) a Xxxx of Sale, Assignment and Assumption Agreement (the “Xxxx of Sale”) in the form attached hereto as Exhibit A duly executed by Seller; (ii) a copy of the (A) articles of incorporation, as amended (or similar incorporation or formation documents), of Seller, certified by the Secretary of State of Florida, as of a recent date, along with all other Governing Documents of Seller and accompanied by (B) a certificate of the Secretary of Seller, dated as of the Closing Date, stating that no amendments have been made to such articles of incorporation (or other Governing Documents) since such date; (iii) an affidavit described in Section 1445(b)(2) of the Code from Seller in form and substance reasonably satisfactory to Purchaser, dated as of the Closing Date; (iv) a good standing certificate, as of a recent date, for Seller certified by the Secretary of State of (A) the State of Florida, and (B) each other jurisdiction in which Seller is qualified to do business as a foreign entity; (v) an employment agreement with Purchaser, and guaranteed by Parent, in the form attached hereto as Exhibit B, duly executed and delivered by each Shareholder, in each case effective as of the Closing Date (the “Executive Employment Agreements”); (vi) the Services Agreement in the form attached hereto as Exhibit C (the “Transition Services Agreements”) executed by Seller; (vii) evidence that all Contracts, transactions and relationships set forth in Section 3.23 of the Disclosure Schedule will be terminated and Seller will be unconditionally released therefrom as of the Closing Date; (viii) the Deposit Account Control Agreement executed by Seller and the respective bank; (ix) the Trademark Assignment in the form attached hereto as Exhibit D executed by Seller; (x) the Domain Name Assignment in the form attached hereto as Exhibit E executed by Seller; and (xi) the Escrow Agreement executed by Seller.

Seller Parties’ Closing Deliveries. At the Closing, Seller Parties shall deliver the following deliver, or cause to Purchaserbe delivered, to Buyer: (ia) a A Xxxx of SaleSale in substantially the form of Exhibit B, duly executed by each of the Seller Parties; (b) A counterpart to a Medical Director Employment Agreement, duly executed by Owner in substantially the form attached as Exhibit C (the “Employment Agreement”); (c) A counterpart to an Assignment and Assumption Agreement, duly executed by Seller Parties (the “Assignment Agreement”) in substantially the form of Exhibit D; (d) An assignment, assumption and amendment of the lease agreement for each of the Centers in a form acceptable to Buyer, duly executed by the applicable landlord and Seller Parties that are party to such lease (collectively, the “Lease Assignments”); (e) A duly executed counterpart to a Noncompetition and Confidentiality Agreement (the “Xxxx of SaleNoncompetition Agreement”) in substantially the form of Exhibit E; (f) Buyer, Seller Parties, and Owner shall have entered into a Transition Services Agreement in substantially the form attached hereto as Exhibit A duly executed by Seller;F (the “Transition Services Agreement”). (iig) A Closing Certificate in substantially the form of Exhibit G (a copy “Closing Certificate”) certifying that, among other things, all of the (A) articles of incorporationrepresentations, as amended (or similar incorporation or formation documents)warranties, of Seller, certified by the Secretary of State of Florida, as of a recent date, along with all other Governing Documents covenants and agreements of Seller Parties contained in this Agreement are true, correct and accompanied by (B) a certificate of the Secretary of Seller, dated as of the Closing Date, stating that no amendments have been made to such articles of incorporation (or other Governing Documents) since such date; (iii) an affidavit described in Section 1445(b)(2) of the Code from Seller in form and substance reasonably satisfactory to Purchaser, dated not breached as of the Closing Date; (ivh) a good standing certificateEvidence reasonably satisfactory to Buyer of the release of all liens, as of a recent datesecurity interests, for Seller certified by the Secretary of State of (A) the State of Floridaconditions, claims, charges, and restrictions of any kind relating to or encumbering the Purchased Assets or the Business (B) each other jurisdiction in which Seller is qualified to do business as a foreign entity; (v) an employment agreement with Purchasercollectively, and guaranteed by Parent, in the form attached hereto as Exhibit B, duly executed and delivered by each Shareholder, in each case effective as of the Closing Date (the “Executive Employment AgreementsLiens”); (vii) Copies of all consents, authorizations, waivers, and approvals from all governmental and other third parties (under any Contract or otherwise) necessary for Seller Parties to execute, deliver and perform their obligations under this Agreement and the Services Agreement in other Transaction Documents and to consummate the form attached hereto as Exhibit C (the “Transition Services Agreements”) executed by SellerTransactions; (viij) evidence that all ContractsCopies of such officers’ certificates, transactions good standing certificates, corporate approval documents, incumbency certificates and relationships set forth in Section 3.23 of the Disclosure Schedule will be terminated and Seller will be unconditionally released therefrom other customary closing documents as of the Closing Date; (viii) the Deposit Account Control Agreement executed by Seller and the respective bank; (ix) the Trademark Assignment in the form attached hereto as Exhibit D executed by Seller; (x) the Domain Name Assignment in the form attached hereto as Exhibit E executed by SellerBuyer may reasonably request; and (xi) the Escrow Agreement executed by Seller.

Seller Parties’ Closing Deliveries. At On or before the ClosingClosing Date, Seller Parties shall deliver or cause to be delivered to Buyer or to Escrow Agent (which escrow agent shall be Chicago Title Insurance Company for purposes of running the Closing) the following to Purchaserdocuments: (ia) a Xxxx Two (2) original counterparts of Sale, an Assignment and Assumption Transfer Agreement in substantially the form of Exhibit D (the “Xxxx Assignment and Transfer Agreement”), executed by Seller Parties; (b) Two (2) original counterparts of Sale”the Holdback Escrow Agreement, executed by Seller Parties; (c) A duly executed copy of an opinion of Xxxxxxx Procter LLP in the form attached hereto as Exhibit F, with respect to the Cabot REIT’s qualification as a REIT (the “REIT Opinion”); (d) The Title Affidavit duly executed by Seller Parties or such other designee determined by Seller Parties; (e) The certificates to be delivered pursuant to Section 6.2(a) and Section 6.2(b); (f) A duly executed closing statement setting forth costs and amounts required to be paid by Sellerthe parties pursuant to the terms of this Agreement, which shall include the Estimated Pro-Rated Adjustment and the Estimated Closing Date Balance Sheet (the “Closing Statement”); (i) All transfer tax returns, to the extent required by applicable Law, relating to state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case prepared by Seller Parties and Buyer and duly executed by Seller Parties, and (ii) a copy of the (A) articles of incorporationany other documents required by state or local Law to be delivered to any Governmental Authority in connection with Closing, as amended (or similar incorporation or formation documents)in each case prepared by Seller Parties and Buyer and, of Sellerif required by Law, certified duly executed by the Secretary of State of Florida, as of a recent date, along with all other Governing Documents of Seller and accompanied by (B) a certificate of the Secretary of Seller, dated as of the Closing Date, stating that no amendments have been made to such articles of incorporation (or other Governing Documents) since such dateParties; (iiih) an affidavit described in Section 1445(b)(2) Payment by Seller Parties of the Code from R&W Insurance Costs to the extent that Seller in form and substance reasonably satisfactory Parties are required to Purchaser, dated as of pay the Closing Datesame pursuant to Section 9.11(c) hereof; (ivi) a good standing certificate, as certification of a recent date, for Seller certified by the Secretary of State of (A) the State of Florida, and (B) each other jurisdiction in which Seller is qualified to do business as a non-foreign entity; (v) an employment agreement with Purchaser, and guaranteed by Parent, status substantially in the form attached hereto as Exhibit B, I and an Internal Revenue Service Form W-9 duly executed and delivered by an authorized representative of each Shareholder, in each case effective as of the Closing Date (the “Executive Employment Agreements”)Seller Party; (vij) all original letters of credit delivered by tenants to secure obligations under the Services Agreement Space Leases; and (k) evidence reasonably acceptable to Buyer that no Target Company owns, in whole or in part, the form attached hereto as Exhibit C (the “Transition Services Agreements”) executed by SellerExcluded Interests or any Excluded Entity; (viil) in the event Buyer has delivered the Exclusion Notice (Third Flag Parkway) pursuant to Section 5.21, evidence reasonably acceptable to Buyer that all Contractsno Target Company owns, transactions in whole or in part, the Third Flag Outparcel; (m) in the event Buyer has delivered the Exclusion Notice (2nd Amendment Drive) pursuant to Section 5.22, evidence reasonably acceptable to Buyer that no Target Company owns, in whole or in part, the 2nd Amendment Drive Outparcel; (n) in the event Buyer has delivered the Exclusion Notice (Enterprise Drive) pursuant to Section 5.23, evidence reasonably acceptable to Buyer that no Target Company owns, in whole or in part, the Enterprise Drive Property and relationships the Enterprise Drive Owner; (o) subject to 9.14(e), evidence reasonably acceptable to Buyer evidencing that Seller Parties have taken the ISRA-related actions set forth in Section 3.23 of the Disclosure Schedule will be terminated 9.14(e)(i) and Seller will be unconditionally released therefrom as of the Closing Date; (viii) the Deposit Account Control Agreement executed by Seller and the respective bank; (ix) the Trademark Assignment in the form attached hereto as Exhibit D executed by Seller; (x) the Domain Name Assignment in the form attached hereto as Exhibit E executed by Seller9.14(e)(ii); and (xip) evidence of termination of each Designated Agreement and any other Contract required to be terminated by Seller Parties pursuant to the Escrow terms of this Agreement executed by Sellerreasonably acceptable to Buyer.

Seller Parties’ Closing Deliveries. At the Closing, the Seller Parties shall deliver deliver, or cause to be delivered, to the following to PurchaserPurchaser the following: (ia) a Xxxx of Sale, Assignment and Assumption Agreement (the “Xxxx of Sale”) in the form attached hereto as Exhibit A duly executed by Seller; (ii) a copy Counterparts of the (A) articles of incorporationEscrow Agreement, as amended (or similar incorporation or formation documents), of Seller, certified by the Secretary of State of Florida, as of a recent date, along with all other Governing Documents of Seller and accompanied by (B) a certificate of the Secretary of Seller, dated as of the Closing Date, stating that no amendments have been made to such articles of incorporation (or other Governing Documents) since such date; (iii) an affidavit described in Section 1445(b)(2) of the Code from Seller in form and substance reasonably satisfactory to Purchaser, dated as of the Closing Date; (iv) a good standing certificate, as of a recent date, for Seller certified by the Secretary of State of (A) the State of Florida, and (B) each other jurisdiction in which Seller is qualified to do business as a foreign entity; (v) an employment agreement with Purchaser, and guaranteed by Parent, substantially in the form attached hereto as Exhibit B, duly executed and delivered by each Shareholder, in each case effective as of the Closing Date (the “Executive Employment Agreements”)Sellers’ Representative; (vib) the Services Agreement one or more Bills of Sale, substantially in the form attached hereto as Exhibit C (the each, a “Transition Services AgreementsXxxx of Sale”) ), executed by Seller; (viic) evidence that all Contractsa counterpart of one or more Assumption Agreements, transactions and relationships set forth in Section 3.23 of the Disclosure Schedule will be terminated and Seller will be unconditionally released therefrom as of the Closing Date; (viii) the Deposit Account Control Agreement executed by Seller and the respective bank; (ix) the Trademark Assignment substantially in the form attached hereto as Exhibit D (each, an “Assumption Agreement”), executed by Seller; (xd) a counterpart of the Assignment of Lease to transfer to Xxxxxx Bros. Co. (or its assignee) the Domain Name Assignment Leased Real Property, substantially in the form attached hereto as Exhibit E (the “Assignment of Lease”), executed by Seller; (e) a certificate by the Secretary or any Assistant Secretary of Seller, dated the Closing Date, as to the effectiveness of the resolutions of the stockholders and board of directors of Seller authorizing the execution, delivery and performance hereof by Seller, passed in connection herewith and the transactions contemplated hereby; (f) a certificate of good standing for Seller, issued within five days prior to the Closing Date by the Arizona Corporation Commission and from the Secretary of State of each state in which Seller is qualified to do business; (g) payoff letters from each lender for the Indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an agreement that, if such aggregate amount so identified is paid to such lender on the Closing Date, such Indebtedness shall be repaid in full and that all associated Liens, if any, affecting any real or personal property of the Seller will be released; (h) the Non-Competition and Non-Solicitation Agreement, substantially in the form attached hereto as Exhibit F (the “Non-Competition Agreement”), executed separately by the Seller, Xxxxxxxxx and Xxxxxxxxx; (i) a counterpart of the Consulting Agreement, substantially in the form attached hereto as Exhibit G (the “Xxxxxxxxx Consulting LLC Consulting Agreement”), executed by Xxxxxxxxx Consulting LLC; (j) a counterpart of the Consulting Agreement, substantially in the form attached hereto as Exhibit H (the “Marburn LLC Consulting Agreement”), executed by Marburn LLC; (k) a counterpart of a letter of employment (each, an “Offer Letter” and collectively, the “Offer Letters”), executed by each of Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxx, Xx Xxxxx and Xxxxx XxXxxxxxxx; (l) a certificate executed by an authorized officer of Seller as to compliance with the conditions set forth in Section 7.1(d) and (e); (m) a certificate of non-foreign status executed by Seller that complies with Treasury Regulation Section 1.1445-2(b)(2); (n) the Tax Clearance Certificate(s) for each jurisdiction listed on Schedule 8.2(n) or any other documentation or certification requested by Purchaser that may be necessary in order for the Purchaser to be absolved from any successor liability for any Taxes of Seller pursuant to applicable state or local Laws, including a certificate of compliance with bulk sale requirements; (o) a certificate executed by the trustee(s) of each of the Xxxxxxxxx Family Trust and the Xxxxxxxxx Family Trust in a form reasonably acceptable to the Purchaser as to the authority of such trust to execute and deliver this Agreement and performance its obligations hereunder. (p) the original certificates of title to any motor vehicles included in the Purchased Assets, executed by an authorized officer of the Seller and notarized, together with a completed Arizona Title and Registration Application; and (xiq) all other documents required to be entered into by the Escrow Agreement executed Seller Parties pursuant hereto or reasonably requested by Sellerthe Purchaser to convey the Purchased Assets to the Purchaser (or its designee), or to otherwise consummate the Acquisition and the other transactions contemplated hereby.

Seller Parties’ Closing Deliveries. At Subject to the conditions set forth in this Agreement, at the Closing, simultaneously with the Buyer Parties’ deliveries under Section 2.4, the Seller Parties shall deliver to the Buyer Parties all of the following documents, certificates and instruments, all duly executed and in form and substance reasonably satisfactory to Purchaserthe Buyer Parties: (ia) the Closing Payment by wire transfer of immediately available funds to an account designated in writing by Xxxxx; (b) a Xxxx bill of Salesale, Assignment assignment and Assumption Agreement assumption agreement in the form of Exhibit C and duly executed by Xxxxxx, transferring the tangible personal property included in the Institutional Assets to Buyer, and effecting the assignment to and assumption by Buyer of the Institutional Assets and the Assumed Liabilities; (c) an assignment in the “Xxxx form of Sale”Exhibit E attached hereto and duly executed by Xxxxxx, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (d) the Curriculum License Agreement, in the form attached hereto as Exhibit A F, duly executed by SellerSeller Parent; (iie) the Services Agreements duly executed by Seller Parent; (f) a copy good standing certificate of each of the Seller Parties, issued no earlier than ten (A10) articles of incorporation, as amended (or similar incorporation or formation documents), of Seller, certified days prior to the Closing Date by the Secretary of State of Florida, as its jurisdiction of a recent date, along with all other Governing Documents of organization and from each jurisdiction where such Seller and accompanied by Party is qualified or licensed to do business; (Bg) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach Seller Party, dated as of the Closing Date, stating certifying that no amendments have been made to attached thereto are true and complete copies of all resolutions of each Seller Party authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such articles resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (h) a certificate of incorporation the Secretary or an Assistant Secretary (or other Governing Documents) since such date; (iii) an affidavit described in Section 1445(b)(2equivalent officer) of the Code from each Seller in form and substance reasonably satisfactory to PurchaserParty, dated as of the Closing Date; (iv) a good standing certificate, as of a recent date, for Seller certified by certifying that the Secretary of State of (A) the State of Florida, and (B) each other jurisdiction conditions specified in which Seller is qualified to do business as a foreign entity; (v) an employment agreement with Purchaser, and guaranteed by Parent, in the form attached hereto as Exhibit B, duly executed and delivered by each Shareholder, in each case effective as of the Closing Date (the “Executive Employment Agreements”); (vi) the Services Agreement in the form attached hereto as Exhibit C (the “Transition Services Agreements”) executed by Seller; (vii) evidence that all Contracts, transactions and relationships set forth in Section 3.23 of the Disclosure Schedule will be terminated and Seller will be unconditionally released therefrom as of the Closing Date; (viii) the Deposit Account Control Agreement executed by Seller and the respective bank; (ix) the Trademark Assignment in the form attached hereto as Exhibit D executed by Seller; (x) the Domain Name Assignment in the form attached hereto as Exhibit E executed by Seller; and (xi) the Escrow Agreement executed by Seller.Section

Seller Parties’ Closing Deliveries. At the Closing, Seller Parties shall deliver the following deliver, or cause to Purchaserbe delivered, to Buyer: (ia) a A Xxxx of SaleSale in substantially the form of Exhibit E, duly executed by each of the Seller Parties; (b) A duly executed counterpart to the Lease and Purchase Option Agreement; (c) A counterpart to a Consulting Agreement, duly executed by Owner in substantially the form attached as Exhibit F (the “Consulting Agreement”); (d) A counterpart to an Assignment and Assumption Agreement Agreement, duly executed by Seller Parties (the “Xxxx of SaleAssignment Agreement”) in substantially the form attached hereto as of Exhibit G; (e) A duly executed by Sellercounterpart to the Lease and Purchase Option Agreement; (iif) A duly executed counterpart to a copy of the (A) articles of incorporationNoncompetition Agreement among Owner, as amended (or similar incorporation or formation documents), of Seller, certified by the Secretary of State of Florida, as of a recent date, along with all other Governing Documents of Seller and accompanied by Buyer (Bthe “Noncompetition Agreement”) a certificate in substantially the form of the Secretary of Seller, dated as of the Closing Date, stating that no amendments have been made to such articles of incorporation (or other Governing Documents) since such dateExhibit H; (iiig) an affidavit described A Closing Certificate in Section 1445(b)(2substantially the form of Exhibit I (a “Closing Certificate”) certifying that, among other things, all of the Code from representations, warranties, covenants and agreements of Seller Parties contained in form this Agreement are true, correct and substance reasonably satisfactory to Purchaser, dated not breached as of the Closing Date; (ivh) a good standing certificate, as of a recent date, for Seller certified by the Secretary of State of (A) the State of Florida, and (B) each other jurisdiction in which Seller is qualified Evidence reasonably satisfactory to do business as a foreign entity; (v) an employment agreement with Purchaser, and guaranteed by Parent, in the form attached hereto as Exhibit B, duly executed and delivered by each Shareholder, in each case effective as Buyer of the Closing Date release of all liens, security interests, conditions, claims, charges, or restrictions of any kind relating to or encumbering the Purchased Assets or the Business (but excluding the Permitted Liens (as defined in Section 2.5) and as set forth on Schedule 1.11(h) (the “Executive Employment AgreementsLiens”); (vii) Copies of all consents, authorizations, waivers, and approvals from all governmental and other third parties (under any Contract or otherwise) necessary for Seller Parties to execute, deliver and perform their obligations under this Agreement and the Services Agreement in other Transaction Documents and to consummate the form attached hereto as Exhibit C (the “Transition Services Agreements”) executed by SellerTransactions, each of which is set forth on Schedule 1.11(i); (viij) evidence that all ContractsCopies of such officers’ certificates, transactions good standing certificates, corporate approval documents, incumbency certificates and relationships set forth in Section 3.23 of the Disclosure Schedule will be terminated and Seller will be unconditionally released therefrom other customary closing documents as of the Closing Date; (viii) the Deposit Account Control Agreement executed by Seller and the respective bank; (ix) the Trademark Assignment in the form attached hereto as Exhibit D executed by Seller; (x) the Domain Name Assignment in the form attached hereto as Exhibit E executed by SellerBuyer may reasonably request; and (xik) Evidence satisfactory to Buyer confirming that the Escrow Agreement executed aggregate cash collected at the Centers in the 12-month period ending within five days prior to the Closing Date is at least 90% of the average cash collected at the Centers during the same period in the immediately preceding 12-month period; provided that for purposes of calculating the aggregate cash collected in both periods, all funds received on account of patients whose treatment was paid in whole or in part by Sellera federal or state government program (i.e., Medicare, Medicaid, TRICARE, etc.) shall be disregarded.

Seller Parties’ Closing Deliveries. At the Closing, Seller Parties shall deliver the following deliver, or cause to Purchaserbe delivered, to Buyer: (ia) a A Xxxx of SaleSale in substantially the form of Exhibit B, duly executed by each of the Seller Parties; (b) A counterpart to a Consulting Agreement, duly executed by Owner in substantially the form attached as Exhibit C (the “Consulting Agreement”); (c) A counterpart to a License Agreement, duly executed by each Seller Party that owns any interest in any trademarks, trade names, business names, service marks, mascots, emblems, logos, letterheads, trade secrets or copyrights relating to or used in connection with the Business (the “Licensed Property”) in substantially the form attached as Exhibit D (the “License Agreement”); (d) A counterpart to an Assignment and Assumption Agreement Agreement, duly executed by Seller Parties (the “Xxxx of SaleAssignment Agreement”) in substantially the form attached hereto as of Exhibit E; (e) An assignment, assumption and amendment of the lease agreement for each of the Centers in a form acceptable to Buyer, duly executed by the applicable landlord and the applicable Seller Parties that are party to such lease; (f) A duly executed counterpart to a Noncompetition and Confidentiality Agreement by Sellerand among Buyer and each of the Seller Parties (the “Noncompetition Agreement”), in substantially the form of Exhibit F; (iig) A Closing Certificate in substantially the form of Exhibit G (a copy “Closing Certificate”) certifying that, among other things, all of the (A) articles of incorporationrepresentations, as amended (or similar incorporation or formation documents)warranties, of Seller, certified by the Secretary of State of Florida, as of a recent date, along with all other Governing Documents covenants and agreements of Seller Parties contained in this Agreement are true, correct and accompanied by (B) a certificate of the Secretary of Seller, dated as of the Closing Date, stating that no amendments have been made to such articles of incorporation (or other Governing Documents) since such date; (iii) an affidavit described in Section 1445(b)(2) of the Code from Seller in form and substance reasonably satisfactory to Purchaser, dated not breached as of the Closing Date; (ivh) a good standing certificate, as of a recent date, for Seller certified by the Secretary of State of (A) the State of Florida, and (B) each other jurisdiction in which Seller is qualified Evidence reasonably satisfactory to do business as a foreign entity; (v) an employment agreement with Purchaser, and guaranteed by Parent, in the form attached hereto as Exhibit B, duly executed and delivered by each Shareholder, in each case effective as Buyer of the Closing Date release of all liens, security interests, conditions, claims, charges, or restrictions of any kind relating to or encumbering the Purchased Assets or the Business (but excluding the Permitted Liens (as defined in Section 2.5) and as set forth on Schedule 1.10(h) (the “Executive Employment AgreementsLiens”); (vii) Copies of all consents, authorizations, waivers, and approvals from all governmental and other third parties (under any Contract or otherwise) necessary for Seller Parties to execute, deliver and perform their obligations under this Agreement and the Services Agreement in other Transaction Documents and to consummate the form attached hereto as Exhibit C (the “Transition Services Agreements”) executed by SellerTransactions, each of which is set forth on Schedule 1.10(i); (viij) evidence that all ContractsCopies of such officers’ certificates, transactions good standing certificates, corporate approval documents, incumbency certificates and relationships set forth in Section 3.23 of the Disclosure Schedule will be terminated and Seller will be unconditionally released therefrom other customary closing documents as of the Closing Date; (viii) the Deposit Account Control Agreement executed by Seller and the respective bank; (ix) the Trademark Assignment in the form attached hereto as Exhibit D executed by Seller; (x) the Domain Name Assignment in the form attached hereto as Exhibit E executed by SellerBuyer may reasonably request; and (xik) Evidence satisfactory to Buyer confirming that the Escrow Agreement executed average number of patients per day treated at the Centers in the 12-month period ending within five days prior to the Closing Date is at least 90% of the average number of patients treated at the Centers during the same period in the immediately preceding 12-month period. For purposes of determining the average number of patients in the preceding sentence, all patients whose treatment was covered in whole or in part by Sellera federal or state government program (i.e., Medicare, Medicaid, TRICARE, etc.) shall be disregarded.