Common use of Transactions to be Effected; Closing and Other Deliveries Clause in Contracts

Transactions to be Effected; Closing and Other Deliveries. At the Closing, upon the terms and subject to the conditions set forth in this Agreement: (a) Acquiror shall pay to Seller a net amount (the "Closing Amount") equal to the Final Purchase Price less the Pay-off Amount by wire transfer of immediately available funds to an account designated in writing by Seller at least three (3) Business Days prior to the Closing Date; (b) Seller shall deliver to Acquiror (A) one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by powers duly executed in blank in proper form for transfer and (B) written resignations of each of the directors and officers of the Company and each of the Company Subsidiaries; (c) To further document the transactions contemplated by this Agreement, each of the Acquiror, Seller and the Indemnitor Parties, as applicable, shall execute and deliver to each other each of the following agreements to which it is a party: (i) the Property Leases; (ii) the Agreement Regarding Leases; (iii) the Lease Guaranty; (iv) the Guaranty of Agreement Regarding Leases; and (v) the Management Agreements (each of the agreements referenced in clauses (i) through and including (v), together with this Agreement and the Tax Matters Agreement, being hereinafter referred to collectively as the "Transaction Agreements"); (d) Seller and Acquiror shall jointly prepare and deliver a final closing statement (the "Closing Statement") setting forth the Final Purchase Price and the Closing Amount, and including a reasonably detailed calculation of each of (i) the components of the Purchase Price (other than the Base Purchase Price), (ii) the Closing Adjustments, if any, all as determined in accordance with the applicable provisions of this Agreement and (iii) the Specified Liabilities; and (e) Seller shall deliver, or shall cause to be delivered, to Acquiror each of the following: (i) each (A) New Title Policy (or endorsements (including non-imputation endorsements) to the existing owner's policies), if any, together with any customary title affidavits required by a title company in order to issue any New Title Policy, each executed by Seller and the applicable Company or any of the Company Subsidiaries and in form and substance acceptable to the applicable title company, and (B) New Survey, if any, in each case, required to be delivered pursuant to Section 2.10; (ii) an affidavit, in accordance with the Foreign Investment in Real Property Tax Act, confirming that Seller is a "United States Person" within the meaning of Section 1445 of the Code; (iii) copies of the Transfer Notices, together with evidence of their delivery to, and acceptance by, the applicable governmental and quasi-governmental authorities, if applicable; and (iv) such other documents and instruments as may reasonably be required by Acquiror or the applicable title company in order to consummate the transactions contemplated by this Agreement and to otherwise effect the agreements of the parties pursuant to this Agreement. (f) In addition to the foregoing, at or prior to the Closing, (i) Seller and Indemnitor will deliver to Acquiror the certificate referred to in Section 6.02(a)(iii), and (ii) Acquiror will deliver to Seller the certificate referred to in Section 6.01(a)(iii).

Transactions to be Effected; Closing and Other Deliveries. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement: (ai) At the First Closing, Acquiror shall pay to Seller (x) a net amount (the "Non-ALSF Closing Amount") equal to the Non-ALSF Final Purchase Price, less the then current balance of the Purchase Price Deposit, less the Pay-off Amount Amount, and (y) the Amendment Costs (as such term is defined herein), by wire transfer of immediately available funds to an account designated in writing by Seller at least three (3) Business Days prior to the First Closing Date; and (ii) at the Second Closing, Acquiror shall pay to Seller the ALSF Final Purchase Price by wire transfer of immediately available funds to an account designated in writing by Seller at least three (3) Business Days prior to the Second Closing Date; (bi) At the First Closing, Seller shall deliver to Acquiror (A) one or more stock certificates evidencing the Non-ALSF Shares, duly endorsed in blank or accompanied by powers duly executed in blank in proper form for transfer and (B) written resignations of each of the directors and officers of each of ALS Venture, ALS West and AHC Borrower, and (ii) at the Company Second Closing, Seller shall deliver to Acquiror (A) one or more stock certificates evidencing the ALS Financing Shares, duly endorsed in blank or accompanied by powers duly executed in blank in proper form for transfer and (B) written resignations of each of the Company Subsidiariesdirectors and officers of each of ALS Financing; (c) To At each Closing, to further document the transactions contemplated by this Agreement, each of the Acquiror, Seller Acquiror and the Indemnitor applicable Selling Parties, as applicable, shall execute and deliver to each other each of the following agreements to which it is a party: (i) the Property Leases; (ii) the Agreement Regarding Leases; (iii) the Lease Guaranty; (iv) the Guaranty of Agreement Regarding Leases; and (v) the Management Agreements (each of the agreements referenced in clauses (i) through and including (v), together with this Agreement and the Tax Matters Agreement, being hereinafter referred to collectively as the "Transaction Agreements"); (d) Seller and Acquiror shall jointly prepare and deliver a final closing statement statements (the "Closing StatementStatements") setting forth (i) the Non-ALSF Final Purchase Price and the Non-ALSF Closing Amount, and including a reasonably detailed calculation of each of (ix) the components of the Non-ALSF Purchase Price (other than the Non-ALSF Base Purchase Price), (iiy) the Non-ALSF Closing Adjustments, if any, all as determined in accordance with the applicable provisions of this Agreement and (iiiz) the Specified Liabilities, and (ii) the ALSF Final Purchase Price, and including a reasonably detailed calculation of each of (x) the components of the ALSF Purchase Price (other than the ALSF Base Purchase Price), and (y) the ALSF Closing Adjustments, if any, all as determined in accordance with the applicable provisions of this Agreement; and (e) At each Closing, Seller shall deliver, or shall cause to be delivered, to Acquiror each of the following: (i) each (A) New Title Policy (or endorsements (including non-imputation endorsements) to the existing owner's policies), if any, together with any customary title affidavits required by a title company in order to issue any New Title Policy, each Policy executed by Seller and the applicable Company or any of the Company Subsidiaries at such Closing and in form and substance acceptable to the applicable title company, and (B) New Survey, if any, in each case, required to be delivered pursuant to Section 2.10; (ii) an affidavit, in accordance with the Foreign Investment in Real Property Tax Act, confirming that Seller is a "United States Person" within the meaning of Section 1445 of the Code; (iii) copies of the Transfer Notices, together with evidence of their delivery to, and acceptance by, the applicable governmental and quasi-governmental authorities, if applicable; and (iv) such other documents and instruments as may reasonably be required by Acquiror or the applicable title company in order to consummate the transactions contemplated by this Agreement and to otherwise effect the agreements of the parties pursuant to this Agreement. (f) In addition to the foregoing, at or prior to the each Closing, (i) Seller and Indemnitor will deliver to Acquiror the certificate referred to in Section 6.02(a)(iii), and (ii) Acquiror will deliver to Seller the certificate referred to in Section 6.01(a)(iii).

Transactions to be Effected; Closing and Other Deliveries. At the Closing, upon the terms and subject to the conditions set forth in this Agreement: (a) Acquiror Purchaser shall pay to Seller Sellers a net amount (the "Closing AmountCLOSING AMOUNT") equal to the Final Purchase Price less the Pay-off Amount by wire transfer of immediately available funds to an account designated in writing by Seller Sellers at least three (3) Business Days prior to the Closing Date; (b) Seller Sellers shall deliver to Acquiror (A) one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by powers duly executed in blank in proper form for transfer and (B) written resignations Purchaser certified copies of each all orders of the directors and officers of Bankruptcy Court pertaining to the Company and each of Contemplated Transaction, including the Company SubsidiariesSale Order; (c) To further document the transactions contemplated by this Agreement, each Each of the Acquiror, Seller Purchaser and the Indemnitor Parties, as applicable, applicable Sellers shall execute and deliver to each other each of the following agreements to which it is a party: other: (i) an assignment and assumption of commercial leases (the "ASSIGNMENT AND ASSUMPTION OF COMMERCIAL LEASES"), in a form reasonably acceptable to Sellers and Purchaser, duly executed by the applicable Sellers, so as to assign to Purchaser from and after the Closing Date all of said Seller's right, title and interest as lessor under the Property Leases; Agreements (including any guaranties or other documents relating thereto) that are in effect as of the Closing Date; (ii) unless the Agreement Regarding Leases; Leased Real Property is to be purchased by the Purchaser from the Cypress Village Ground Lessor and the Cypress Village Ground Lease is to be terminated as contemplated by SECTION 7.02(c)(i), an assignment and assumption of Cypress Village Ground Lease in a form to be reasonably agreed upon by the Sellers and the Purchaser, duly executed by the applicable Sellers, so as to assign to Purchaser from and after the Closing Date all of said Seller's right, title and interest as lessee under the Cypress Village Ground Lease; (iii) appropriate instruments of assignment and assumption of the Lease GuarantyResidency Agreements and Assumed Contracts, each in form and substance reasonably acceptable to the Sellers and the Purchaser, duly executed by the applicable Seller, so as to assign to Purchaser from and after the Closing Date all of such Seller's right, title and interest in and to such Residency Agreements and Assumed Contracts; provided, however, that such assignment shall not prejudice, impair or restrict Sellers' ability to assert any defenses, counterclaims or objections the Sellers may have with respect to any Assumed Contracts or Residency Agreements; (iv) the Guaranty of Agreement Regarding Leasesapplicable Transfer Tax returns; and and (v) such other documents and instruments as may reasonably be required by the Management Agreements (each of Sellers in order to consummate the agreements referenced in clauses (i) through and including (v), together with transactions contemplated by this Agreement and to otherwise effect the Tax Matters agreements of the parties pursuant to this Agreement, being hereinafter referred to collectively as the "Transaction Agreements");. (d) Seller Sellers and Acquiror Purchaser shall jointly prepare and deliver a final closing statement (the "Closing StatementCLOSING STATEMENT") setting forth the Final Purchase Price and the Closing Amount, and including a reasonably detailed calculation of each of (i) the components of the Purchase Price (other than the Base Purchase Price), and (ii) the Closing Adjustments, if any, all as determined in accordance with the applicable provisions of this Agreement and (iii) the Specified Liabilities; andAgreement. (e) Seller Sellers shall deliver, or shall cause to be delivered, to Acquiror Purchaser each of the following: (i) a bargain and sale deed with covenants against grantor's acts in form and substance reasonably satisfactory to Purchaser's counsel with respect to each (A) New Title Policy (or endorsements (including non-imputation endorsements) Owned Real Property so as to convey to Purchaser all of the applicable Seller's right, title and interest in and to the existing owner's policies)Owned Real Property, if any, together with any subject only to the Surviving Permitted Encumbrances; (ii) customary title affidavits required by a title company in order to issue any New Title Policynew title policy, each executed by Seller and the applicable Company or any of the Company Subsidiaries Sellers and in form and substance acceptable to the applicable title company, and (B) New Survey, if any, in each case, required to be delivered pursuant to Section 2.10; (iiiii) an affidavit, in accordance with the Foreign Investment in Real Property Tax Act, confirming that Seller is a "United States Person" within the meaning of Section 1445 of the Code; (iiiiv) copies of the Transfer Noticesany necessary transfer notices, together with evidence of their delivery to, and acceptance by, the applicable governmental Governmental and quasi-governmental authoritiesGovernmental Authorities, if applicable; (v) notices executed by the applicable Sellers and addressed to the counterparties under the Property Agreements in effect on the Closing Date, informing such counterparties of the sale of the applicable Facility to Purchaser, of the name and notice address of the Purchaser as successor to Seller under the Property Agreements and directing such counterparties to make all payments thereafter coming due under the Property Agreements to Purchaser or as Purchaser may otherwise direct; and (ivvi) such other documents and instruments as may reasonably be required by Acquiror Purchaser or the applicable title company in order to consummate the transactions contemplated by this Agreement and to otherwise effect the agreements of the parties pursuant to this Agreement. (f) In addition to the foregoing, at or prior to the Closing, (i) Seller and Indemnitor Sellers will deliver to Acquiror Purchaser the certificate referred to in Section 6.02(a)(iiiSECTION 7.02(a) and SECTION 7.02(b), and (ii) Acquiror Purchaser will deliver to Seller Sellers the certificate referred to in Section 6.01(a)(iiiSECTION 7.03(a) and SECTION 7.03(b). (g) At Purchaser's election, Purchaser may take title to each Facility (subject to any Surviving Permitted Encumbrances) through a separate limited liability company, limited partnership or corporation, upon Purchaser's written notice to Sellers, delivered at least five (5) Business Days prior to the Closing; provided, however, that such action shall not relieve Purchaser of any of its obligations hereunder (including in respect of any Assumed Liability related to the Facility).