Common use of The Company’s Closing Deliveries Clause in Contracts

The Company’s Closing Deliveries. Subject to and conditioned upon the Closing, on or prior to the Closing Date, the Company shall have delivered to the Purchaser all of the following: (a) copies of all third party (including landlords) and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein; (b) a certificate of the Secretary of State of the State of Wisconsin that the Company is in good standing in such State; (c) a legal opinion issued by counsel to the Company, dated as of the Closing Date, in a form reasonably acceptable to the Purchaser and its counsel; (d) such other documents or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby, including title to Vehicles; (e) certificate of the Company certifying that the conditions to the Closing set forth in Section 3.6(a) and (b) have been satisfied; (f) all of the documentation required to record the transfer of, and transfer to, the Purchaser title to the Owned Real Property and the Company’s right, title and interest in the Leased Real Property; (a) an ALTA owner’s and/or leasehold owner’s policy of title insurance on forms of and issued by one or more title insurer’s reasonably satisfactory to Purchaser (“Title Insurer”) insuring the title of Purchaser to the Owned Real Property located in the United States listed in Schedule 4.7, in an amount equal to the value of such Owned Real Property as determined by the mutual agreement of the parties, subject only to Permitted Exceptions and such other exceptions as are reasonably satisfactory to Purchaser (the “Title Policies”), and the Company shall have paid to such title companies all expenses and premiums of such title companies in connection with the issuance of such policies, including any endorsements thereto and (b) Estoppel Certificates with respect to the real property leases listed in Schedule 4.7, if any; (h) such members of the boards of directors and such officers of the Subsidiaries as are designated in a written notice delivered at least five (5) business days prior to the Closing Date by Purchaser to the Company shall have tendered, effective at the Closing, their resignations as such directors and officers; and (i) stock certificates of the Subsidiaries with stock transfers in blank, or other assignment documents required to transfer the equity interest in the Subsidiaries to Purchaser.

The Company’s Closing Deliveries. Subject to and conditioned upon the Closing, on or prior to the Closing Date, the The Company shall have delivered deliver, or cause to the be delivered, to Purchaser all of the following: (ai) copies a certificate, duly executed by the Secretary of the Company, dated the Closing Date, (A) that no amendments have been adopted in respect of the Organizational Documents of the Company or any of the Company’s Subsidiaries, in each case, attached to the certificate, (B) that the resolutions attached to the certificate have been duly adopted by Seller (in its capacity of the sole member of the Company) and by the managers or directors of the Company evidencing the taking of all third party (including landlords) limited liability company action necessary to authorize the execution, delivery and governmental consentsperformance of this Agreement, approvals, filings, releases the other Company Ancillary Documents and terminations required in connection with the Company Closing Documents and the consummation of the transactions contemplated hereinContemplated Transactions and (C) identifying the name and title and bearing the signatures of the officers of the Company authorized to execute this Agreement, the other Company Ancillary Documents and the Company Closing Documents; (bii) a certificate of the Secretary of State of the State of Wisconsin that the Company is in good standing in such StateEstimated Closing Statement; (ciii) a legal opinion issued by counsel to the organizational record books and minute books of the Company and each of the Company’s Subsidiaries; (iv) copies of the consents identified in Schedule 1.4(c)(iv) (the “Material Consents”) which have been obtained in form and substance satisfactory to Purchaser and are in full force and effect; (v) certificates of fact or good standing, dated as within ten (10) Business Days of the Closing Date, for the Company and each of the Company’s Subsidiaries, in a form reasonably acceptable each case, issued by the Secretary of State or other applicable authority of their respective states of formation or organization, and certificates of good standing or fact, dated within ten (10) Business Days of the Closing Date, for the Company and each of the Company’s Subsidiaries issued by the Secretary of State or other applicable authority of any other jurisdiction in which each is qualified to the Purchaser and its counseldo business; (dvi) (A) the payoff letters from the creditors, if any, listed on Schedule 1.4(c)(vi) (the “Payoff Letters”) with respect to the payoff of the Extinguished Indebtedness and release of the Liens of the Company or the Company’s Subsidiaries set forth on Schedule 1.4(c)(vi) (the “Released Encumbrances”) for the release of the Released Encumbrances upon the payment by Purchaser of the amounts set forth in the Payoff Letters and (B) all instruments and documents (in customary form) necessary to release any and all Released Encumbrances; (vii) duly signed resignations, effective immediately upon the Closing, of all directors or managers of their positions as directors or managers (and, if requested by Purchaser in writing prior to the Closing, of all officers, or any of them, of their positions as officers) of the Company and each of the Company’s Subsidiaries; provided that no such resignation by any individual shall be a resignation from employment with the Company or such Subsidiary if such individual is so employed; and (viii) such other documents as are required pursuant to this Agreement or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby, including title to Vehicles; (e) certificate of the Company certifying that the conditions to the Closing set forth in Section 3.6(a) and (b) have been satisfied; (f) all of the documentation required to record the transfer of, and transfer to, the Purchaser title to the Owned Real Property and the Company’s right, title and interest in the Leased Real Property; (a) an ALTA owner’s and/or leasehold owner’s policy of title insurance on forms of and issued by one or more title insurer’s reasonably satisfactory to Purchaser (“Title Insurer”) insuring the title of Purchaser to the Owned Real Property located in the United States listed in Schedule 4.7, in an amount equal to the value of such Owned Real Property as determined by the mutual agreement of the parties, subject only to Permitted Exceptions and such other exceptions as are reasonably satisfactory to Purchaser (the “Title Policies”), and the Company shall have paid to such title companies all expenses and premiums of such title companies in connection with the issuance of such policies, including any endorsements thereto and (b) Estoppel Certificates with respect to the real property leases listed in Schedule 4.7, if any; (h) such members of the boards of directors and such officers of the Subsidiaries as are designated in a written notice delivered at least five (5) business days prior to the Closing Date be requested by Purchaser to the Company shall have tendered, effective at the Closing, their resignations as such directors and officers; and (i) stock certificates of the Subsidiaries with stock transfers in blank, or other assignment documents required to transfer the equity interest in the Subsidiaries to Purchaserits counsel.

The Company’s Closing Deliveries. Subject to and conditioned upon At the Closing, on or prior to the Closing Date, the Company shall have deliver or cause to be delivered to the Purchaser Parent all of the following: (a) copies of all third party (including landlords) and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein; (b) a certificate of good standing for the Company issued as of a recent date by the Secretary of State of the State of Wisconsin that Minnesota; (b) a copy of the Company is in good standing in such StateCompany’s Articles of Incorporation, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Minnesota; (c) a legal opinion issued by counsel to certificate of the secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Parent, certifying to (i) the Company Charter Documents in effect as of the Closing Date, (ii) the resolutions duly adopted by the Company Board (A) confirming the election or appointment, as applicable, of each of the officers of the Company, (B) authorizing, approving and ratifying all actions of the Company from the date of its incorporation through and including the Closing Date and (C) authorizing approving the execution, delivery and performance of each Transaction Document to which the Company is a form reasonably acceptable party and the consummation of the transactions contemplated hereby and thereby by the Company, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date, (iii) the Written Consent, executed by Shareholders owning at least 80% of the issued and outstanding Shares on a fully-diluted basis, authorizing and approving the execution, delivery and performance of this Agreement in accordance with the MBCA and the consummation of the transactions contemplated hereby, which Written Consent shall be in full force and effect without rescission, revocation or amendment as of the Closing Date, and (iv) the incumbency and signatures of the officers of the Company authorized to execute and deliver each Transaction Document to which the Purchaser and its counselCompany is a party; (d) the Articles of Merger, duly executed by the Company; (e) the Employment Agreement, duly executed by Mxxxxxx Xxxxxxx; (f) the Escrow Agreement, duly executed by the Shareholder Representative; (g) the Paying Agent Agreement, duly executed by the Shareholder Representative; (h) the Funds Flow Agreement, duly executed by the Company; (i) the Restrictive Covenant Agreements, duly executed by each of Restrictive Covenant Parties; (j) the Confidentiality, Proprietary Information, and Non-Solicitation Agreement, in form and substance attached hereto as Exhibit K (the “Other On-Boarding Documentation”), duly executed by each of the Newly Hired Employees listed on Schedule 8.1(j); (k) the certificate of the Company required to be delivered pursuant to Section 6.3(f); (l) a certification from the Company pursuant to Treasury Regulations Section 1.1445-2(c)(3), dated as of the Closing Date and reasonably acceptable to Parent, stating that the Company has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and that interests in the Company do not constitute “United States real property interests” (as defined in Section 897(c)(1) of the Code), together with the related IRS notice as required under Treasury Regulations Section 1.897-2(h); (m) a payoff, termination and discharge letter, in form and substance reasonably satisfactory to Parent, from each holder of the Company’s Debt, which letters (i) will specify the amount of Debt owed to each such holder as of the Closing Date; (ii) will provide for the satisfaction and discharge of all obligations in respect of such Debt, the release of or authorization to release any related guarantees and Liens and the filing of or authorization to file all documents necessary or desirable to effectuate, or reflect in the public record, such satisfaction, discharge and release effective upon the payment of the amount specified in such letter; and (iii) will specify the wire transfer instructions for each such holder (collectively, the “Payoff Letters”); (n) a service provider payoff letter, in form and substance reasonably satisfactory to Parent, from each payee owed a portion of the Unpaid Transaction Expenses Amount as of immediately prior to the Closing, which invoices will (i) specify the portion of the Unpaid Transaction Expenses Amount payable to each such payee as of the Closing Date, (ii) provide that, upon payment of such invoice, all amounts due to such payee for services rendered in connection with this Agreement, the transactions contemplated hereby or otherwise (whether rendered prior to or after the Closing) will be paid in full and (iii) specify the wire transfer instructions for each such payee (collectively, the “Service Provider Payoff Letters”); (o) resolutions of the Company Board approving the termination of the Employee Benefit Plans, other documents than the 401(k) Plan; (p) evidence reasonably satisfactory to Parent of the termination of each Contract set forth in Schedule 5.10; (q) a resignation, substantially in the form of Exhibit J, duly executed by each director and officer of the Company; (r) the Consideration Spreadsheet, duly certified by the President and Chief Financial Officer of the Company; (s) the minute books, stock ledgers and registers, corporate seal and other corporate records of the Company; (t) a Warrant Exercise and Termination Agreement, duly executed by the Company and each of the Warrantholders; (u) a certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying as to the Specified Amount (the “Specified Amount Certificate”); and (v) all consents, waivers or instruments as approvals obtained by the Purchaser may reasonably request Company with respect to effect the consummation of the transactions contemplated hereby, including title to Vehicles; (e) certificate of the Company certifying that the conditions to the Closing items set forth in Section 3.6(a) and (b) have been satisfied; (f) all of the documentation required to record the transfer of, and transfer to, the Purchaser title to the Owned Real Property and the Company’s right, title and interest in the Leased Real Property; (a) an ALTA owner’s and/or leasehold owner’s policy of title insurance on forms of and issued by one or more title insurer’s reasonably satisfactory to Purchaser (“Title Insurer”) insuring the title of Purchaser to the Owned Real Property located in the United States listed in Schedule 4.7, in an amount equal to the value of such Owned Real Property as determined by the mutual agreement of the parties, subject only to Permitted Exceptions and such other exceptions as are reasonably satisfactory to Purchaser (the “Title Policies”6.3(h), and the Company shall have paid to such title companies all expenses and premiums of such title companies in connection with the issuance of such policies, including any endorsements thereto and (b) Estoppel Certificates with respect to the real property leases listed in Schedule 4.7, if any; (h) such members of the boards of directors and such officers of the Subsidiaries as are designated in a written notice delivered at least five (5) business days prior to the Closing Date by Purchaser to the Company shall have tendered, effective at the Closing, their resignations as such directors and officers; and (i) stock certificates of the Subsidiaries with stock transfers in blank, or other assignment documents required to transfer the equity interest in the Subsidiaries to Purchaser.

The Company’s Closing Deliveries. Subject (a) The Company shall be obligated to and conditioned upon deliver to Forum the following at the Closing: (i) a copy of the opinion of Xxxxx & XxXxxxxx LLP, on or prior U.S. and Hong Kong counsel to the Company, dated the Closing Date, the Company shall have delivered in form and substance reasonably acceptable to the Purchaser all of the following: (a) copies of all third party (including landlords) and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated hereinForum; (bii) a copy of the opinion of Xxxxxx & Xxxxxx, Cayman counsel to the Company, dated the Closing Date, in form and substance reasonably acceptable to Forum; (iii) a copy of the opinion of TransAsia Lawyers, PRC counsel to the Company, dated the Closing Date, in form and substance reasonably acceptable to Forum; (iv) (A) a certificate evidencing the formation and good standing of each of the Company and Xinyuan Real Estate in its jurisdiction of formation issued by the Registry of Companies, Cayman Islands, in each case as of the latest practicable date; and (B) a certificate of continuing registration under the Secretary laws of State Hong Kong with respect to each Offshore Hong Kong Subsidiary, if reasonably practicable under Hong Kong laws, provided that failure of the State Company to so deliver such continuing registration certificates shall not be a breach of Wisconsin that any obligation of the Company is in good standing in such Statehereunder; (cv) a legal opinion issued certificate, executed by counsel to the chief executive officer and the chief financial officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company and Xinyuan Real Estate shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date, and as to such other matters as may be reasonably requested by Forum; (vi) a certificate, executed by the secretary of the Company and Xinyuan Real Estate and by a director of each Offshore Hong Kong Subsidiary and dated as of the Closing Date, as to (i) the resolutions as adopted by each of their Boards of Directors in a form reasonably acceptable to Forum and (ii) the Purchaser Memorandum and its counselArticles of Association, each as in effect at the Closing Date; (dvii) evidence from the 2010 Notes Trustee satisfactory to Forum that the 2010 Notes have been paid and discharged in full prior to or simultaneously with Forum paying the Purchase Price; (viii) evidence from the Convertible Note Trustee satisfactory to Forum that the Convertible Notes have been paid and discharged in full and all security interests and liens related thereto have been discharged or released prior to or simultaneously with Forum paying the Purchase Price; (ix) a fully executed original of each Transaction Document; and (x) such other documents to give xxxxxx effect to the transactions contemplated by this Agreement as Forum or its counsel may reasonably request prior to the Closing Date. (b) The Company shall cause to be delivered to the Collateral Agent the following at the Closing: (i) the certificate representing the Pledged Stock (as defined in the Offshore Share Pledge Agreements), accompanied by undated stock powers duly executed in blank by the relevant Pledgor pursuant to the Offshore Share Pledge Agreements; (ii) each of the Offshore Share Pledge Agreements; (iii) the Note Pledge Agreement; (iv) the Offshore Security Agreements; (v) the Collateral Agency Agreement; (vi) the notations of Guaranty executed by Xxxxxxx Real Estate and each Offshore Hong Kong Subsidiary; (vii) any appropriately completed copies, which have been duly authorized for filing by the appropriate Person, of any instruments as may be necessary or desirable to perfect the Purchaser security interests of the Collateral Agent pursuant to Security Documents; (viii) a copy of the Company’s register of charges and mortgages, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in the Security Documents, except in respect of financing statements, mortgages or charges, if any, which secured the 2010 Notes or the Convertible Note, which will be released of record on or promptly following the Closing Date); and (ix) such other approvals, opinions, or documents as the Collateral Agent may reasonably request to give xxxxxx effect to the transactions contemplated hereby, including title in the Security Documents to Vehicles; (e) certificate of the Company certifying that the conditions to be delivered on the Closing set forth Date in Section 3.6(a) form and (b) have been satisfied; (f) all of the documentation required to record the transfer of, and transfer to, the Purchaser title to the Owned Real Property and the Company’s right, title and interest in the Leased Real Property; (a) an ALTA owner’s and/or leasehold owner’s policy of title insurance on forms of and issued by one or more title insurer’s substance reasonably satisfactory to Purchaser (“Title Insurer”) insuring the title of Purchaser to the Owned Real Property located in the United States listed in Schedule 4.7, in an amount equal to the value of such Owned Real Property as determined by the mutual agreement of the parties, subject only to Permitted Exceptions and such other exceptions as are reasonably satisfactory to Purchaser (the “Title Policies”), and the Company shall have paid to such title companies all expenses and premiums of such title companies in connection with the issuance of such policies, including any endorsements thereto and (b) Estoppel Certificates with respect to the real property leases listed in Schedule 4.7, if any; (h) such members of the boards of directors and such officers of the Subsidiaries as are designated in a written notice delivered at least five (5) business days prior to the Closing Date by Purchaser to the Company shall have tendered, effective at the Closing, their resignations as such directors and officers; and (i) stock certificates of the Subsidiaries with stock transfers in blank, or other assignment documents required to transfer the equity interest in the Subsidiaries to PurchaserCollateral Agent.

The Company’s Closing Deliveries. Subject to and conditioned upon the Closing, on At or prior to the Closing DateClosing, the Company shall have delivered deliver to the Purchaser all of Buyer the following: (a) copies of all third party (including landlords) Assignment and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein; (b) a certificate of the Secretary of State of the State of Wisconsin that the Company is in good standing in such State; (c) a legal opinion issued by counsel to the CompanyAssumption Agreements, dated as of the Closing Date, substantially in the forms attached hereto as Exhibit A, duly executed by the Company and/or the Related Consolidated Entities as applicable (the “Assignment Agreements”); (b) Bills of Sale in substantially the forms attached hereto as Exhibit C, duly executed by the Company and/or the Related Consolidated Entities as applicable (the “Bills of Sale”); (c) a duly executed certificate of incumbency for each officer of the Sellers executing this Agreement and/or any other agreement, instrument, certificate, and/or document executed and delivered by or on behalf of the Sellers in connection with the Agreement and the consummation of the transactions contemplated hereby or making certifications pursuant hereto dated as of the Closing Date, in form and substance reasonably acceptable satisfactory to the Purchaser and its counselBuyer; (d) such other documents or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby, including title to Vehiclesa properly executed and completed IRS Form W-9 from each Seller; (e) certificate release letters and other documents in forms reasonably satisfactory to Buyer from each payee and other relevant party with respect to any Indebtedness of the Company certifying that Sellers, secured by an Encumbrance on the conditions Assets or holder of an Encumbrance on the Assets (which letters and other documents shall evidence the aggregate amount of the Indebtedness owed to such payee outstanding as of the Closing set forth Date), pursuant to which, effective upon the Closing: (i) all Encumbrances securing such Indebtedness or otherwise affecting any of the Assets will be released on the Closing Date (other than any Permitted Encumbrances described in Section 3.6(aclauses (c) and (bd) have been satisfiedof the definition thereof), and (ii) all financing statements, filed intellectual property security agreements and other filings perfecting or evidencing such Encumbrances (collectively, “Security Filings”) made or entered into with respect to such Encumbrances will be canceled and/or terminated and all applicable Uniform Commercial Code termination statements and intellectual property lien releases will be filed promptly upon the occurrence of the Closing, including (x) releases and other documentation duly executed by Credit Suisse AG, Cayman Islands Branch, as administrative agent and/or collateral agent thereunder (or any successor administrative and collateral agents), as applicable, relating to that certain Credit Agreement, dated as of November 23, 2020, by and among Xxxx Health, LLC, Primary Care (ITC) Intermediate Holdings, LLC, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent, and each lender party thereto from time to time, (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Suisse Facility”) providing for and evidencing the termination and release of Encumbrances on the Assets securing the Indebtedness thereunder, including the termination of related Security Filings (the “Credit Suisse Releases”), and (y) releases and other documentation duly executed by JPMorgan Chase Bank, N.A., as administrative agent and/or collateral agent thereunder (or any successor administrative and collateral agents), as applicable, relating to that certain Credit Agreement, dated as of February 24, 2023, by and among Xxxx Health, LLC, Primary Care (ITC) Intermediate Holdings, LLC, JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent, and each lender party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “JPMorgan Facility”), providing for and evidencing the termination and release of Encumbrances on the Assets securing the Indebtedness thereunder, including the termination of related Security Filings (the “JPMorgan Releases”), in each case, on terms and in form and substance satisfactory to Buyer; (f) all of the documentation required to record the transfer of, and transfer to, the Purchaser title to the Owned Real Property a transition services agreement between Buyer and the Company’s rightapplicable Sellers party thereto, title and interest in substantially the Leased Real Propertyform attached hereto as Exhibit B (“Transition Services Agreement”), duly executed by such Sellers; (ag) an ALTA owner’s and/or leasehold owner’s policy of title insurance on forms of and issued by one payoff or more title insurer’s reasonably release letter (“HAP Payoff Letter”) in a form satisfactory to Purchaser (“Title Insurer”) insuring the title of Purchaser to the Owned Real Property located in the United States listed in Schedule 4.7, in an amount equal to the value of such Owned Real Property as determined by the mutual agreement of the parties, subject only to Permitted Exceptions and such other exceptions as are reasonably satisfactory to Purchaser (the “Title Policies”), and the Company shall have paid to such title companies all expenses and premiums of such title companies in connection with the issuance of such policies, including any endorsements thereto and (b) Estoppel Certificates Buyer from HHP with respect to the real property leases listed in Schedule 4.7HAP Outstanding Fees evidencing the aggregate amount of the HAP Outstanding Fees owed to HHP outstanding as of the Closing Date and an agreement that, if anysuch aggregate amount so identified (the “HAP Full Amount”) is paid to HHP on the Closing Date, such HAP Outstanding Fees shall be repaid in full; (h) such members all of the boards Provider Consents, duly executed by the applicable providers, each of directors which shall be in full force and such officers effect as of the Subsidiaries Closing and shall not have been rescinded or revoked; (i) all of the Lease Consents, duly executed by the landlords or other applicable parties thereto, none of which have been rescinded or revoked; (j) a true, correct, and complete report setting forth the Company’s Cash Balance as are designated in of September 22, 2023; (k) a written notice delivered at least five true, correct, and complete report setting forth the outstanding balance under the Company’s Revolving Facility (5) business days prior to the Closing Date by Purchaser to the Company shall have tendered, effective at the Closing, their resignations as such directors and officersterm is defined in the Credit Suisse Facility) as of September 22, 2023; and (il) stock certificates evidence that concurrent with the Closing, including as a result of the Subsidiaries with stock transfers in blankpayment of the Closing funds, the Company has wired sufficient funds into an account whereby such funds shall be used to pay the amounts outstanding under the Credit Suisse Facility on or other assignment documents required to transfer before September 27, 2023 such that the equity interest in financial covenant under the Subsidiaries to PurchaserCredit Suisse Facility would not be tested on September 30, 2023.