The Other Closing Sample Clauses

The Other Closing. Buyer’s affiliate, Sabra Health Care Northeast, LLC, shall have consummated the purchase of three skilled nursing facilities in the State of Maryland from Seller’s affiliates, Van Buren Street, LLC, Xxxxxxxx Road, LLC and St. Xxxxxx Xxxx, LLC pursuant to that Purchase and Sale Agreement and Joint Escrow Instructions dated June 22, 2015 and the lease of the same to affiliates of the Facility Tenant pursuant to the terms of the Master Lease dated June 30, 2015. In the event that the Seller Contingency set forth in Section 4(e) is not satisfied on or before September 30, 2015 or in the event any of the remaining Seller Contingencies are not satisfied on or before February 28, 2016 other than as a result of a default of or breach by Seller of any of its obligations under this Agreement, Seller may elect to terminate this Agreement upon ten (10) days advance written notice given to Buyer. Upon a termination pursuant to the foregoing sentence, neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee. Notwithstanding the foregoing, in the event that the failure of any Seller Contingency is the result of a default under or breach of this Agreement solely on the part of Buyer, the Deposit shall be released to Seller in accordance with and subject to the provisions of Sections 2(c) and 18(m) and Buyer shall be responsible for the entirety of any title or Escrow cancellation fee.
Sample 1
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Related to The Other Closing

  • Other Closing Documents Buyer shall have received such other duly executed certificates, instruments and documents in confirmation of the representations and warranties of the Company or the Members or in furtherance of the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request.

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

  • At Closing Buyer shall deliver to Seller the following:

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • Purchaser’s Covenants The Purchaser will have performed and complied with all covenants, agreements and conditions as required by this Agreement.

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

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