Deliveries by Company. At Closing, Company shall deliver to Subsidiary, in addition to all other items specified elsewhere in this Agreement, the following:
(a) Such instruments of sale, conveyance, transfer, assignment, endorsement, direction or authorization as will be required or as may be desirable to vest in Subsidiary, its successors and assigns, all right, title and interest in and to the Assets, subject to any and all mortgages, pledges, liens, encumbrances, equities, charges, conditional sale or other title retention agreements, assessments, covenants, restrictions, reservations, commitments, obligations, or other burdens or encumbrances of any nature whatsoever that exist at the Time of Closing;
(b) All of the files, documents, papers, agreements, books of account and records pertaining to the Assets and the Business;
(c) Actual possession and operating control of the Assets; and
(d) To the extent required, the consents of third parties to the assignment and transfer of any of the Assets.
Deliveries by Company. At Closing, Company will deliver to Investor: (i) a stock certificate or certificates evidencing the number of Shares to be purchased by Investor hereunder, (ii) an original of each of the Registration Rights Agreement fully executed by Company, and (iii) all other documents, instruments and writings required to be delivered by Company to Investor hereunder or otherwise required in connection herewith.
Deliveries by Company. The Company shall deliver the following at Closing:
2.3.1 a completed and executed copy of this Agreement
2.3.2 the certificates representing the Shares purchased by Purchaser, with each such Share being in definitive form and registered in the name of the Purchaser, as set forth on the Purchaser Signature Page, against delivery to the Company by the Purchaser of the items set forth in paragraph 2.2 above.
Deliveries by Company. Company shall deliver to Parent and MergerSub an Officer's Certificate certifying that all of the Company Closing Conditions have been either satisfied or waived.
Deliveries by Company. At the Closing, the Company shall deliver to each Shareholders a copy of the relevant page of the Company’s register of members evidencing the cancellation of the Repurchased Shares.
Deliveries by Company. At the Closing, in addition to any items the delivery of which is made an express closing condition pursuant to Sections 7 and 8 hereof, the Company shall deliver to the Purchasers:
(a) a copy of the updated register of members of the Company as of the Closing Date, certified by the registered office provider of the Company, reflecting the issuance to the Purchasers of the numbers of the Purchased Shares pursuant to Sections 2.1 and 2.2;
(b) share certificate(s) representing the numbers of the Purchased Shares being purchased by the Purchasers, registered in the name of the Purchasers and certified by the registered office provider of the Company (and within five (5) Business Days following the Closing, the Company shall deliver to the Purchasers the original copy of such share certificates duly executed in accordance with the Articles of Association); and
(c) a copy of the updated register of directors of the Company as of the Closing Date, certified by the registered office provider of the Company, evidencing the appointment of the Sequoia Directors designated by the Purchasers as contemplated by Section 8.12.
Deliveries by Company. At the Closing, Company will deliver, or cause to be delivered, the following to Contractor:
4.2.1 the SNF PSA, duly executed and delivered by Company as Seller thereunder;
4.2.2 the PLR;
4.2.3 the other Ancillary Agreements to which Company is a party, duly executed and delivered by Company and such other Persons (other than Contractor, or any Parent Guarantor or other Affiliate of Contractor) as indicated therein, as applicable;
4.2.4 the First Amendment to DSA, duly executed and delivered by Company;
4.2.5 copies of any and all governmental and other third party consents, waivers or approvals obtained by Company with respect to the consummation of the transactions contemplated by this Agreement and the SNF PSA, including the Company’s Required Regulatory Approvals obtained by Company;
4.2.6 the procedures to be maintained and implemented by Company in accordance with Attachment 14-B;
4.2.7 copies, certified by the Secretary or any Assistant Secretary of Company, of corporate resolutions authorizing the execution and delivery of this Agreement, the Ancillary Agreements and any other agreements and instruments to be executed and delivered by Company in connection herewith, and the consummation of the transactions contemplated hereby;
4.2.8 a certificate of the Secretary or any Assistant Secretary of Company identifying the name and title and bearing the signatures of the officers of Company authorized to execute and deliver this Agreement, the Ancillary Agreements and the other agreements and instruments contemplated hereby and thereby;
4.2.9 a certificate of good standing with respect to Company issued by the Secretary of State of the State of Florida no earlier than ten (10) days prior to the Closing Date; and
4.2.10 such other agreements, consents, documents, instruments and writings as are required to be delivered by Company at or prior to the Closing Date pursuant to this Agreement, the SNF PSA or the Ancillary Agreements or otherwise reasonably required in connection herewith or therewith.
Deliveries by Company. The Company shall have made the deliveries required by Section 2.2.1.
Deliveries by Company. Upon acceptance of Subscriber's subscription, Company will issue a Note in Subscriber's name as Payee and deliver to Subscriber an executed Note Purchase Agreement.
Deliveries by Company. Concurrently with the execution of this Agreement, or as soon thereafter as practicable, the Company will deliver the Note to the Investor.
