Purchasers Deliverables. Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).
Purchasers Deliverables. The Purchaser shall have executed and delivered or caused to have been executed and delivered to the Vendor (or the Monitor, as applicable) at the Closing all the documents and payments contemplated in Section 7.3.
Purchasers Deliverables. At the Closing, the Purchaser shall deliver to the Seller the following items:
(i) The Purchase Price owed to the Seller as described in Section 1.2;
(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto; and
Purchasers Deliverables. At the Closing, the Purchaser shall deliver to the Sellers:
(a) A wire transfer of immediately available federal funds payable to CHP and/or its lenders in the aggregate amount of the Purchase Price under Section 4.1;
(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 Purchaser is not required to represent or warrant more than Purchaser represents or warrants 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 executed Limited Power of Attorney attached hereto as Exhibit E;
(g) The executed Custodian of Medical Records Agreement attached as Exhibit H;
(h) The executed Mission Services Agreement attached hereto as Exhibit G;
(i) Copies of the resolutions and other actions of the manager and member, as applicable, of Purchaser and HMA, 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 corporation and dated as of the Closing Date;
(j) A certificate of good standing (or similar document) for Purchaser issued by the Secretary of State of Tennessee and HMA issued by the Secretary of Sate of Delaware dated within thirty (30) days prior to the Closing Date;
(k) One or more certificates of incumbency of the respective officers of Purchaser and HMA, executing this Agreement and the other documents described herein, dated as of the Closing Date;
(l) a certificate of a duly authorized officer of Purchaser and HMA certifying Purchaser’s and HMA’s satisfaction as of the Closing Date of the conditions provided by Section 14.2(f);
(m) The executed General Transition Services Agreement attached hereto as Exhibit I;
(n) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J;
(o) The severance agreements with each Senior Management Employee per Section 5.1.4 above in a form and substance reasonably acceptable to both Sellers and Purchaser;
(p) The executed Parkside MOB Sublease; and
Purchasers Deliverables. In addition to any other documents to be delivered under other provisions of this Agreement or the Master Purchase Agreement, the Purchaser shall deliver and release, subject to and in accordance with this Section, to the Seller the following on or prior to the Closing:
(a) the Group 2 Closing Payment in accordance with the Master Purchase Agreement;
(b) four originals of the Assignment and Assumption Agreement executed by the Purchaser; and
(c) four originals of this Agreement executed by the Purchaser.
Purchasers Deliverables. At the Closing, the Purchaser will:
(a) execute and deliver Adoption Agreement in substantially the form of Exhibit C;
(b) deliver an assignment document duly executed by the Purchaser evidencing the assignment of the TTAG Preferred Shares to the Company;
(c) deliver a copy of the board resolution of TTAG approving the transfer of TTAG Preferred Shares and of the TTAG Loan to the Company signed by the members of the board of directors nominated by the Purchaser;
(d) deliver TTAG’s share register evidencing the Company as owner of, and as a shareholder with voting rights with respect to, the TTAG Preferred Shares.
Purchasers Deliverables. At Closing, Purchaser will deliver the following items to Seller or its representatives, and the delivery of each item will be a condition to Seller’s obligations under this Agreement:
(i) the Initial Payment; and
(ii) an original counterpart of this Agreement duly executed by Purchaser; and
(iii) one or more executed funding agreement(s) (in the form approved by Seller pursuant to paragraph 2.6(a)(ii) above) reflecting the contractual obligation of the funder to enable payment of all amounts payable pursuant to this Agreement through the period during which Further Payments are due, including, without limitation, payment of each of the Further Payments as set forth in Paragraph 2.2 (b), above, and payment of any litigation expenses; and
(iv) such other documents, certificates, consents, waivers and supporting papers necessary to consummate the transactions contemplated by this Agreement.
Purchasers Deliverables. At the Closing, Purchaser shall make or tender, or cause to be made or tendered, delivery of the following to the Company or Seller, as applicable:
Purchasers Deliverables. At the Closing, Purchaser will deliver to Seller:
(A) an executed Patent Assignment, Escrow Agreement, Domain Assignment, Sublease Agreement, Security Agreement and Services Agreement;
(B) an executed Promissory Note, in the form attached hereto as Exhibit H;
(C) copy of written instructions to Purchaser’s transfer agent instructing the transfer agent to issue a stock certificate for 36,000,000 shares of common stock of Purchaser, $0.001 par value per share, in the name of Seller and to deliver that stock certificate, by overnight courier, to Seller at the address listed in Section 7(g);
(D) copy of written instructions to Purchaser’s transfer agent instructing the transfer agent to issue a stock certificate for 4,000,000 shares of common stock of Purchaser, $0.001 par value per share, issued in the name of Seller, and to deliver that stock certificate, by overnight courier, to the Escrow Agent (as defined in the Escrow Agreement) to be held pursuant to the terms of the Escrow Agreement;
(E) such other documents as Seller and its counsel may reasonably request in connection with the consummation of the transactions contemplated by this Agreement.
Purchasers Deliverables. At the Closing, subject to the terms and conditions hereof, Purchaser will deliver, or cause to be delivered, to Optimer:
(a) Payment of the Purchase Price by wire transfer of immediately available funds to the account designated by Optimer to Purchaser on or prior to the date hereof; and
(b) A cross-receipt executed by an appropriate officer of Purchaser and delivered to Optimer certifying that Purchaser has received its Purchased Shares as of the date hereof.
