Common use of The Sellers Deliverables Clause in Contracts

The Sellers Deliverables. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchasers: (a) Special Warranty Deeds to the Owned Property, substantially in the form attached hereto as Exhibit F, (referred to herein as the “Deeds”), conveying to Purchaser good and marketable title in fee simple, free and clear of all liens or encumbrances, except for Permitted Exceptions, and items described on Schedule 6.3(a); (b) All required completed real estate transfer declarations or exemption certificates, affidavits of non-foreign status, title affidavits and other customary real estate transfer forms and certificates for exemption from sales, use or excise tax with respect to the Purchased Assets (provided that Sellers are not required to represent or warrant more than Sellers represent or warrant in this Agreement); (c) The executed Xxxx of Sale and Assignment and Assumption Agreement attached hereto as Exhibit B; (d) The executed IT Transition Services Agreement attached hereto as Exhibit C; (e) The executed License attached hereto as Exhibit D; (f) The Limited Power of Attorney attached hereto as Exhibit E; (g) The Custodial Agreement for Medical Records attached hereto as Exhibit H; (h) The Mission Services Agreement attached hereto as Exhibit G;. (i) Copies of the Articles of Incorporation of CHP, MHP, and each MHP Affiliate certified by the Department of State of Tennessee or the Secretary of State of Ohio, as the case may be, and dated within thirty (30) days prior to the Closing Date; (j) Copies of the resolutions and other actions of the trustees and member, as applicable, of each of CHP, MHP, each MHP Affiliate, authorizing the execution and delivery of this Agreement and the consummation by such corporations of the Transaction, which copies have been certified by the secretary or assistant secretary of each such corporations and dated as of the Closing Date; (k) A certificate of good standing (or similar document) for each of CHP, MHP, each MHP Affiliate and each Joint Venture Partnership issued by the Department of State of Tennessee or Secretary of State of Ohio, as the case may be, and dated within thirty (30) days prior to the Closing Date; (l) Evidence of the tail insurance required pursuant to Section 5.5; (m) Evidence of all Material Consents; (n) One or more certificates of incumbency of the respective officers of each Seller, executing this Agreement and the other documents described herein, dated as of the Closing Date; (o) Documents or other evidence reasonably satisfactory to Purchaser of the release of all liens, pledges, security interests and encumbrances on the Purchased Assets other than Permitted Exceptions; (p) Certificates representing all of Sellers’ equity interests in the Joint Venture Partnerships to be transferred at Closing, duly endorsed in blank or accompanied by duly executed powers, or other instrument of assignment of such equity interests to Purchaser in a form and substance reasonably acceptable to Purchaser, together with the minute books, membership record books and other organizational documents relating to the Joint Venture Partnerships; (q) a certificate of a duly authorized officer of each Seller and CHP certifying the Sellers’ and CHP’s satisfaction as of the Closing Date of the conditions provided by Section 14.1(g); (r) The executed General Transition Services Agreement attached hereto as Exhibit I; (s) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J; (t) An executed sublease agreement (the “Parkside MOB Sublease”), pursuant to which Purchaser will sublease from Sellers all rights arising pursuant to the Office Lease Agreement between Parkside Partners, LLC (as landlord) and The Baptist Health System of East Tennessee, Inc. (as tenant), dated July 1, 2003, as amended (the “Parkside MOB Master Lease”), such Parkside MOB Sublease shall be at the same rent and generally on the same economic terms as the Parkside MOB Master Lease, all as mutually agreed to by the Parties in good faith in the Parkside MOB Sublease; and (u) All documents required to be provided by the Sellers by any other provision of this Agreement.

The Sellers Deliverables. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchasers: (a) Special Warranty Deeds to the Owned Property, substantially in the form attached hereto as Exhibit F, (referred to herein as the “Deeds”), conveying to Purchaser good and marketable title in fee simple, free and clear of all liens or encumbrances, except for Permitted Exceptions, and items described on Schedule 6.3(a); (b) All required completed real estate transfer declarations or exemption certificates, affidavits of non-foreign status, title affidavits and other customary real estate transfer forms and certificates for exemption from sales, use or excise tax with respect to the Purchased Assets (provided that Sellers are not required to represent or warrant more than Sellers represent or warrant in this Agreement); (c) The executed Xxxx of Sale and Assignment and Assumption Agreement attached hereto as Exhibit B; (d) The executed IT Transition Services Agreement attached hereto as Exhibit C; (e) The executed License attached hereto as Exhibit D; (f) The Limited Power of Attorney attached hereto as Exhibit E; (g) The Custodial Agreement for Medical Records attached hereto as Exhibit H; (h) The Mission Services Agreement attached hereto as Exhibit G;. (i) Copies of the Articles of Incorporation of CHP, MHP, and each MHP Affiliate certified by the Department of State of Tennessee or the Secretary of State of Ohio, as the case may be, and dated within thirty (30) days prior to the Closing Date; (j) Copies of the resolutions and other actions of the trustees and member, as applicable, of each of CHP, MHP, each MHP Affiliate, authorizing the execution and delivery of this Agreement and the consummation by such corporations of the Transaction, which copies have been certified by the secretary or assistant secretary of each such corporations and dated as of the Closing Date; (k) A certificate of good standing (or similar document) for each of CHP, MHP, each MHP Affiliate and each Joint Venture Partnership issued by the Department of State of Tennessee or Secretary of State of Ohio, as the case may be, and dated within thirty (30) days prior to the Closing Date; (l) Evidence of the tail insurance required pursuant to Section 5.5; (m) Evidence of all Material Consents; (n) One or more certificates of incumbency of the respective officers of each Seller, executing this Agreement and the other documents described herein, dated as of the Closing Date; (o) Documents or other evidence reasonably satisfactory to Purchaser of the release of all liens, pledges, security interests and encumbrances on the Purchased Assets other than Permitted Exceptions; (p) Certificates representing all of Sellers’ equity interests in the Joint Venture Partnerships to be transferred at Closing, duly endorsed in blank or accompanied by duly executed powers, or other instrument of assignment of such equity interests to Purchaser in a form and substance reasonably acceptable to Purchaser, together with the minute books, membership record books and other organizational documents relating to the Joint Venture Partnerships; (q) a certificate of a duly authorized officer of each Seller and CHP certifying the Sellers’ and CHP’s satisfaction as of the Closing Date of the conditions provided by Section 14.1(g);; - 27 - (r) The executed General Transition Services Agreement attached hereto as Exhibit I; (s) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J; (t) An executed sublease agreement (the “Parkside MOB Sublease”), pursuant to which Purchaser will sublease from Sellers all rights arising pursuant to the Office Lease Agreement between Parkside Partners, LLC (as landlord) and The Baptist Health System of East Tennessee, Inc. (as tenant), dated July 1, 2003, as amended (the “Parkside MOB Master Lease”), such Parkside MOB Sublease shall be at the same rent and generally on the same economic terms as the Parkside MOB Master Lease, all as mutually agreed to by the Parties in good faith in the Parkside MOB Sublease; and (u) All documents required to be provided by the Sellers by any other provision of this Agreement.

The Sellers Deliverables. At the Closing, the Sellers shall at their sole cost and expense deliver or cause to be delivered to the Purchasers: (a) Special Warranty Deeds A special warranty deed or deeds to the Owned Property, substantially in the form attached hereto as Exhibit F, (referred to herein as the “Deeds”), D conveying to Purchaser good and Purchasers marketable title in fee simple, free and clear of all liens or encumbrancesEncumbrances, except for Permitted Exceptions, and items described a quitclaim deed or deeds for any improvements located on Schedule 6.3(aany Leased Property in which any Seller is lessee under a ground lease, substantially in the form attached hereto as Exhibit E (such special warranty deed(s) and quitclaim deed(s) referred to herein as the "Deeds");,. (b) All required completed real estate transfer declarations or exemption certificates, affidavits of nonNon-foreign statusAffidavits and Affidavits of Property Value for the Owned Property, title affidavits and other customary real estate transfer in forms and certificates for exemption from sales, use or excise tax with respect reasonably acceptable to the Purchased Assets (provided that Sellers are not required to represent or warrant more than Sellers represent or warrant in this Agreement);Title Insurance Company. (c) The executed Xxxx Bills of Sale sale, assignments, certificates of title (or like documents), and Assignment other instruments of transfer to convey to Purchasers good and Assumption Agreement merchantable title to the Equipment, Inventory, Personal Property, and Other Assets, free of all Encumbrances except Permitted Exceptions, substantially in the form attached hereto as Exhibit B;F. (d) The executed IT Transition Services Agreement attached hereto as Exhibit C;Assignment and Assumption Agreement. (e) The Stock certificates representing the shares of capital stock of the Subsidiary (collectively, the "Shares"), duly endorsed in blank for transfer or accompanied with stock powers duly executed License attached hereto as Exhibit D;in blank. (f) The Limited Power of Attorney attached hereto as Exhibit E; (g) The Custodial Agreement for Medical Records attached hereto as Exhibit H; (h) The Mission Services Agreement attached hereto as Exhibit G;. (i) Copies A copy of the Articles articles of Incorporation incorporation for each of CHPBHHS, MHPPBHMC, ACHMC, ANDI, the Foundation and each MHP Affiliate the Subsidiary, certified by the Department Corporation Commission of State Arizona or other applicable agency of Tennessee or the Secretary state of State of Ohio, as the case may be, its incorporation and dated within thirty (30) days prior to the Closing Date;. (jg) A copy of the bylaws of each of BHHS, PBHMC, ACHMC, ANDI, the Foundation and the Subsidiary, certified by the secretary or assistant secretary of each such entity and dated within thirty (30) days prior to the Closing Date. (h) Copies of the resolutions and other actions of the directors, shareholders, trustees and membermembers, as applicable, of each of CHPBHHS, MHPPBHMC, each MHP AffiliateACHMC, ANDI and the Foundation, authorizing the execution and delivery of this Agreement and the consummation by such corporations corporation of the Transaction, which copies have been certified by the secretary or assistant secretary of each such corporations corporation and dated as of the Closing Date;. (ki) A certificate of good standing (or similar document) for each of CHPBHHS, MHPPBHMC, each MHP Affiliate ACHMC, ANDI, the Foundation and each Joint Venture Partnership the Subsidiary issued by the Department Corporation Commission of State Arizona or other applicable agency of Tennessee the state of its incorporation or Secretary of State of Ohio, as the case may be, organization and dated within thirty (30) days prior to the Closing Date;. (j) The executed Bond Escrow Agreement. (k) The original minute books, transfer ledgers and other corporate books and records of the Subsidiary and the partnership books and records of the Joint Venture. (l) Evidence Written resignations of the tail insurance required pursuant to Section 5.5;directors and officers of the Subsidiary effective on and as of the Closing. (m) Evidence of all Material Consents; (n) One or more certificates of incumbency of the respective officers of each Seller, executing this Agreement and the other documents described herein, dated as of the Closing Date; (o) Documents or other evidence reasonably satisfactory to Purchaser of the release of all liens, pledges, security interests and encumbrances on the Purchased Assets other than Permitted Exceptions; (p) Certificates representing all of Sellers’ equity interests in the Joint Venture Partnerships to be transferred at Closing, duly endorsed in blank or accompanied by duly executed powers, or other instrument of assignment of such equity interests to Purchaser in a form and substance reasonably acceptable to Purchaser, together with the minute books, membership record books and other organizational documents relating to the Joint Venture Partnerships; (q) a certificate of a duly authorized officer of each Seller and CHP certifying the Sellers’ and CHP’s satisfaction as of the Closing Date of the conditions provided by Section 14.1(g); (r) The executed General Transition Services Agreement attached hereto as Exhibit I; (s) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J; (t) An executed sublease agreement (the “Parkside MOB Sublease”), pursuant to which Purchaser will sublease from Sellers all rights arising pursuant to the Office Lease Agreement between Parkside Partners, LLC (as landlord) and The Baptist Health System of East Tennessee, Inc. (as tenant), dated July 1, 2003, as amended (the “Parkside MOB Master Lease”), such Parkside MOB Sublease shall be at the same rent and generally on the same economic terms as the Parkside MOB Master Lease, all as mutually agreed to by the Parties in good faith in the Parkside MOB Sublease; and (u) All documents required to be provided by the Sellers by any other provision of this AgreementAgreement and all documents reasonably requested by the Purchasers or their counsel. (n) UCC-2 Termination Statements, releases and reconveyances or similar instrument for any and all financing statements filed with respect to and deeds of trust and other Encumbrances on the Purchased Assets, excluding Permitted Exceptions.