Common use of Purchaser Closing Documents Clause in Contracts

Purchaser Closing Documents. (a) At the Initial Closing, Purchaser shall deliver or cause to be delivered to Sellers (unless otherwise indicated) the following: (i) A certificate of a duly authorized officer of Purchaser, dated the Initial Closing Date, to the effect that (A) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified are true and correct in all material respects at and as of the Initial Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, on and as of such earlier date), and (B) Purchaser has performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Initial Closing Date; (ii) A duly executed Assignment and Assumption Agreement with respect to the Initial Assumed Liabilities; (iii) A duly executed Management and Spectrum Lease Agreement; (iv) A duly executed Registration Rights Agreement; (v) Duly executed Warrants to purchase 125,000 Warrant Shares in the form of Exhibits A-1 and A-2 hereto; and (vi) Stock certificates representing 500,000 shares of Parent Common Stock, duly endorsed in blank or accompanied by stock transfer powers and with all requisite legends and stock transfer tax stamps attached. (b) At the License-Related Asset Purchase Closing, Purchaser delivered or caused to be delivered to Sellers a certificate of a duly authorized officer of Purchaser, dated as of the License-Related Asset Closing Date, to the effect that all of the rights under the Warrants to purchase all remaining Warrant Shares have vested upon such License-Related Asset Purchase Closing.

Purchaser Closing Documents. On or prior to the Closing Date, --------------------------- Purchaser shall deliver to Seller (either directly or under the terms of the Closing Escrow Agreement) the following documents (herein referred to collectively as the "Purchaser Closing Documents"), duly executed by an authorized officer on behalf of Purchaser and the other parties thereto (other than Seller) and in form and substance reasonably acceptable to Seller and to Purchaser unless the form thereof is attached hereto: (a) At An agreement or agreements, in recordable form, to the Initial Closingextent the same relates to recorded instruments, pursuant to which Purchaser shall deliver or cause to be delivered to Sellers (unless otherwise indicated) assumes the following:obligations of Seller under the Ground Lease, the ▇▇▇▇▇ Sublease, the TIC Agreement, the Leases, the Anchor Subleases and the REA. (ib) A certificate issued by the Secretary of a duly authorized officer State of Purchaser, Delaware dated not earlier than ten (10) days prior to the Initial Closing Date, Date certifying the good standing of Purchaser as of the date of such certificate. (c) A written certificate executed on behalf of Purchaser and addressed to Seller to the effect that (A) all of the representations and warranties of Purchaser set forth contained in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified Section 7.2 are true and correct in all material respects at on and as of the Initial Closing Date, except to Date with the extent such representations same force and warranties relate to an earlier date (effect as though remade and repeated in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, full on and as of such earlier date)the Closing Date. (d) Any instruments, and (B) Purchaser has performed and complied in all material respects with all obligations and agreements documents or certificates required by this Agreement to be performed or complied with executed by it on or prior to the Initial Closing Date; (ii) A duly executed Assignment and Assumption Agreement Purchaser with respect to any state, county or local transfer taxes applicable to the Initial Assumed Liabilities; (iii) A duly executed Management and Spectrum Lease conveyance of the Property pursuant to this Agreement; (iv) A duly executed Registration Rights Agreement; (v) Duly executed Warrants to purchase 125,000 Warrant Shares in the form of Exhibits A-1 and A-2 hereto; and (vi) Stock certificates representing 500,000 shares of Parent Common Stock, duly endorsed in blank or accompanied by stock transfer powers and with all requisite legends and stock transfer tax stamps attached. (be) At Such other documents, instruments or agreements which Purchaser may be required to deliver to Seller pursuant to the License-Related Asset Purchase Closingother provisions of this Agreement or which Seller or the Title Company reasonably may deem necessary to consummate the Transactions; provided, however, that any such other document, instrument or agreement which Seller reasonably deems necessary shall not impose upon Purchaser delivered any obligation or caused liability other than an obligation or liability expressly imposed upon Purchaser pursuant to be delivered the terms of this Agreement or pursuant to Sellers a certificate of a duly authorized officer of Purchaser, dated as the terms of the License-Related Asset other Purchaser Closing Date, to the effect that all of the rights under the Warrants to purchase all remaining Warrant Shares have vested upon such License-Related Asset Purchase ClosingDocuments specified in this Section 5.3.

Purchaser Closing Documents. (a) At On or prior to the Initial ClosingClosing Date, Purchaser shall deliver or cause to be delivered to Sellers the following documents (unless otherwise indicatedherein referred to collectively as the “Purchaser Closing Documents”), duly executed by an authorized officer on behalf of Purchaser and the other parties thereto (other than Seller) the followingand in form and substance reasonably acceptable to Sellers: (ia) Counterpart copies of the instruments delivered by Seller and described in Sections 6.2(b) through (d) above, which shall include Purchaser’s assumption of the matters set forth in such instruments in accordance with the terms of this Agreement. (b) Such certificates as Seller may reasonably request as to the authorization of Purchaser of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Purchaser Closing Documents in their capacities as officers of Purchaser. (c) A certificate issued by the Secretary of a duly authorized officer State of Purchaser, Delaware dated not earlier than fifteen (15) days prior to the Initial Closing Date, Date certifying the good standing of Purchaser as of the date of such certificate. (d) A written certificate addressed to Seller to the effect that (A) all of the representations and warranties of Purchaser set forth contained in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified Section 8.2 are true and correct in all material respects at on and as of the Initial Closing Date, except to Date (as supplemented in accordance with Section 10.2) with the extent such representations same force and warranties relate to an earlier date (effect as though remade and repeated in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, full on and as of such earlier date)the Closing Date or stating the specific respects, if any, in which any of the representations and warranties is untrue. (Be) Purchaser has performed and complied in all material respects with all obligations and agreements Any instruments, documents or certificates required by this Agreement to be performed or complied with executed by it on or prior to the Initial Closing Date; (ii) A duly executed Assignment and Assumption Agreement Purchaser with respect to any state, county or local transfer, documentary, intangibles or stamp taxes applicable to the Initial Assumed Liabilities; (iii) A duly executed Management and Spectrum Lease conveyance of the Property pursuant to this Agreement; (iv) A duly executed Registration Rights Agreement; (v) Duly executed Warrants to purchase 125,000 Warrant Shares in the form of Exhibits A-1 and A-2 hereto; and (vi) Stock certificates representing 500,000 shares of Parent Common Stock, duly endorsed in blank or accompanied by stock transfer powers and with all requisite legends and stock transfer tax stamps attached. (bf) At The instruments, documents or certificates as are customarily required by the License-Related Asset Purchase Closing, Purchaser delivered or caused Title Company to be delivered executed or provided by Purchaser as a condition to the issuance of each Title Policy at the Closing pursuant to the Title Commitment. (g) Any and all documents required by any lender in connection with Purchaser’s assumption of the Assumed Debt in accordance with Section 9.2(g) hereof. (h) Such other documents, instruments or agreements which Purchaser may be required to deliver to Sellers a certificate pursuant to the other provisions of a duly authorized officer this Agreement or which Sellers reasonably may deem necessary or desirable to consummate the Transactions; provided, however, that any such other document, instrument or agreement which Sellers reasonably deem necessary or desirable shall not impose upon Purchaser any obligation or liability other than an obligation or liability expressly imposed upon Purchaser pursuant to the terms of Purchaser, dated as this Agreement or pursuant to the terms of the License-Related Asset other Purchaser Closing Date, to the effect that all of the rights under the Warrants to purchase all remaining Warrant Shares have vested upon such License-Related Asset Purchase ClosingDocuments specified in this Section 6.3.

Purchaser Closing Documents. On or prior to the Closing Date, --------------------------- Purchaser shall deliver to Seller (either directly or under the terms of the Closing Escrow Agreement) the following documents (herein referred to collectively as the "Purchaser Closing Documents"), duly executed by an authorized officer on behalf of Purchaser and the other parties thereto (other than Seller) and in form and substance reasonably acceptable to Seller and to Purchaser unless the form thereof is attached hereto: (a) At An agreement or agreements, in recordable form to the Initial Closingextent the same relates to recorded instruments, pursuant to which Purchaser shall deliver or cause to be delivered to Sellers (unless otherwise indicated) assumes the following:obligations of Seller under the Ground Lease, the ▇▇▇▇▇ Sublease, the TIC Agreement, the Leases, the Anchor Subleases, the REA and the Assumed Contracts. (ib) A certificate issued by the Secretary of a duly authorized officer State of Purchaser, Delaware dated not earlier than ten (10) days prior to the Initial Closing Date, Date certifying the good standing of Purchaser as of the date of such certificate. (c) A written certificate executed on behalf of Purchaser and addressed to Seller to the effect that (A) all of the representations and warranties of Purchaser set forth contained in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified Section 7.2 are true and correct in all material respects at on and as of the Initial Closing Date, except to Date with the extent such representations same force and warranties relate to an earlier date (effect as though remade and repeated in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, full on and as of such earlier date)the Closing Date. (d) Any instruments, and documents or certificates required to be executed by Purchaser with respect to any state, county or local transfer taxes applicable to the conveyance of the Property pursuant to this Agreement. (Be) Such other documents, instruments or agreements which Purchaser has performed and complied in all material respects with all obligations and agreements may be required by to deliver to Seller pursuant to the other provisions of this Agreement or which Seller or the Title Company reasonably may deem necessary to be performed consummate the Transactions; provided, however, that any such other document, instrument or complied with by it on agreement which Seller reasonably deems necessary shall not impose upon Purchaser any obligation or prior liability other than an obligation or liability expressly imposed upon Purchaser pursuant to the Initial terms of this Agreement or pursuant to the terms of the other Purchaser Closing Date;Documents specified in this Section 5.3. (iif) A duly executed Assignment Such certificates as Seller may reasonably request as to the authorization on the part of Purchaser of the execution, delivery and Assumption performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Purchaser Closing Documents on behalf of Purchaser. (g) Certified resolutions of the general partner of the sole member of Purchaser and an incumbency certificate, indicating that the Transactions have been approved by such general partner on behalf of the sole member of Purchaser and setting forth the names of the officers of the general partner authorized to execute documents as the general partner of the sole member of Purchaser with respect to the Initial Assumed Liabilities; (iii) A duly executed Management and Spectrum Lease Agreement; (iv) A duly executed Registration Rights Agreement; (v) Duly executed Warrants to purchase 125,000 Warrant Shares in the form of Exhibits A-1 and A-2 hereto; and (vi) Stock certificates representing 500,000 shares of Parent Common Stock, duly endorsed in blank or accompanied by stock transfer powers and with all requisite legends and stock transfer tax stamps attachedTransactions. (b) At the License-Related Asset Purchase Closing, Purchaser delivered or caused to be delivered to Sellers a certificate of a duly authorized officer of Purchaser, dated as of the License-Related Asset Closing Date, to the effect that all of the rights under the Warrants to purchase all remaining Warrant Shares have vested upon such License-Related Asset Purchase Closing.

Purchaser Closing Documents. (a) At the Initial Closing, in consideration for the terms and conditions of this Agreement and Seller’s Deliveries, Purchaser shall execute and deliver to Seller (or cause to be delivered to Sellers (unless otherwise indicatedthe Title Company) the following:following documents (collectively, “Purchaser’s Deliveries”): (i) A certificate Bill of Sale; (ii) The Lease, which Purchaser shall cause Bladen Healthcare, LLC, a duly authorized officer wholly owned subsidiary of Purchaser, to execute and deliver in lieu of Purchaser; (iii) The Lease Termination; (iv) The Escrow Termination; (v) A duly adopted resolution from the Board of Trustees of Purchaser authorizing the transactions contemplated by this Agreement; and (vi) A certificate (or certificates) signed by the Secretary of Purchaser and dated as of the Initial Closing Date, Date to the effect (i) that (A) the representations and warranties of Purchaser set forth contained in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified are true and correct in all material respects as of the Closing with the same force and effect as if made at and as of the Initial Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, on and as of such earlier date), and (Bii) that Purchaser has performed and complied in satisfied all material respects with all obligations covenants and agreements conditions required by this Agreement to be performed or complied with satisfied by it on Purchaser at or prior to the Initial Closing DateClosing; (iivii) A duly executed Assignment written waiver of any obligations of Seller set forth in Paragraph 8(c) of the Hospital Lease related to repairs and Assumption Agreement maintenance to the Hospital Real Property in excess of the Reserve Fund and remaining outstanding rent due under the Hospital Lease; (viii) A written waiver of any credit equal to the total amount of rent paid by Purchaser under the Encumbered Lease with respect to 1001 West Broad, to which Purchaser may otherwise have been entitled to under the Initial Assumed LiabilitiesOption; (iiiix) A duly executed Management and Spectrum Lease Any other documents reasonably required in connection with the transactions contemplated by this Agreement; (iv) A duly executed Registration Rights Agreement; (v) Duly executed Warrants to purchase 125,000 Warrant Shares in , or reasonably required by the form of Exhibits A-1 and A-2 hereto; and (vi) Stock certificates representing 500,000 shares of Parent Common Stock, duly endorsed in blank or accompanied by stock transfer powers and with all requisite legends and stock transfer tax stamps attachedTitle Company. (b) At the License-Related Asset Purchase Closing, Purchaser delivered or caused to be delivered to Sellers a certificate of a duly authorized officer of Purchaser, dated as of the License-Related Asset Closing Date, to the effect that all of the rights under the Warrants to purchase all remaining Warrant Shares have vested upon such License-Related Asset Purchase Closing.

Purchaser Closing Documents. (a) At the Initial Closing, Purchaser shall deliver or cause to be delivered to Sellers Sellers: (unless otherwise indicateda) a certificate or certificates for the Initial Purchaser Shares duly registered to or to the order of Sellers; (b) the following:Cash Purchase Price by wire transfer of same day funds to an account designated by Sellers at least one Business Day prior to the Closing Date; (c) an opinion of Purchaser’s counsel dated as of the Closing Date in a form customary for like transactions and reasonably accepted to Sellers; (d) a certificate of good standing in respect of Purchaser certified by an appropriate official in Purchaser’s jurisdiction of incorporation, dated as of the date not more than ten days prior to the Closing Date; (e) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Purchaser, certifying that; (i) A certificate of the conditions set forth in Sections 5.2(a), 5.2(c) and 5.2(d) have been fulfilled; (ii) all documents to be executed by Purchaser and delivered at the Closing, including all documents listed in this Section 4.19 and Section 5.2, have been duly executed by a duly authorized officer of Purchaser, dated the Initial Closing Date, to the effect that ; and (iii) (A) Purchaser’s Articles of Incorporation and By-laws, including all amendments thereto, attached to the representations certificate are true, correct and warranties of Purchaser set forth complete, (B) such organizational documents have been in this Agreement qualified as to materiality or Material Adverse Effect are true full force and correct at and as effect in the form attached since the date of the Initial Closing Dateadoption of the resolutions referred to in clause (C) below and no amendment to such organizational documents has occurred since the date of the last amendment annexed thereto, if any, (C) the resolutions adopted by Purchaser’s board of directors authorizing the execution, delivery and performance of this Agreement, which are attached to the certificate, were duly adopted by unanimous written consent or at a duly convened meeting thereof, at which a quorum was present and acting throughout, remain in full force and effect, and those have not so qualified are true and correct in all material respects at and as of the Initial Closing Datebeen amended, rescinded or modified except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, on and as of such earlier date)attached thereto, and (BD) no authorization by any of Purchaser’s stockholders is required for Purchaser has performed and complied in all material respects with all obligations and agreements required by to authorize, execute, deliver or perform this Agreement to be performed or complied with by it on or prior to the Initial Closing Date; (ii) A duly executed Assignment and Assumption Agreement with respect to the Initial Assumed Liabilities; (iii) A duly executed Management and Spectrum Lease Agreement; (iv) A duly executed Registration Rights Agreement; (v) Duly executed Warrants to purchase 125,000 Warrant Shares in the form of Exhibits A-1 and A-2 hereto; and (vif) Stock such other documents, certificates representing 500,000 shares of Parent Common Stockor instruments as Sellers may reasonably request, duly endorsed in blank or accompanied by stock transfer powers and with all requisite legends actions and stock transfer tax stamps attached. (b) At the License-Related Asset Purchase Closing, Purchaser delivered or caused proceedings hereunder and all documents and other papers required to be delivered by Purchaser hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall be reasonably acceptable to Sellers a certificate of a duly authorized officer of Purchaser, dated as of the License-Related Asset Closing Date, to the effect that all of the rights under the Warrants to purchase all remaining Warrant Shares have vested upon such License-Related Asset Purchase Closingtheir form and substance.

Purchaser Closing Documents. (a) At On or prior to the Initial ClosingClosing Date, Purchaser shall deliver to Seller (either directly or cause to be delivered to Sellers (unless otherwise indicatedunder the terms of the Closing Escrow Agreement) the followingfollowing documents (herein referred to collectively as the "PURCHASER CLOSING DOCUMENTS"), duly executed by an authorized officer on behalf of Purchaser and the other parties thereto (other than Seller) and in form and substance reasonably acceptable to Seller and to Purchaser unless the form thereof is attached hereto: (ia) An agreement or agreements, in recordable form, to the extent the same relates to recorded instruments, pursuant to which Purchaser assumes the Assumed Liabilities. (b) A duly executed and acknowledged Certificate, certifying that the members of Purchaser have authorized the consummation of the Transactions. (c) A certificate issued by the Secretary of a duly authorized officer State of Purchaser, Delaware dated not earlier than ten (10) days prior to the Initial Closing Date, Date certifying the good standing of Purchaser as of the date of such certificate. (d) deleted. (e) A written certificate addressed to Seller to the effect that (A) all of the representations and warranties of Purchaser set forth contained in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified Section 8.2 are true and correct in all material respects at on and as of the Initial Closing Date, except to Date (as supplemented in accordance with Section 10.2) with the extent such representations same force and warranties relate to an earlier date (effect as though remade and repeated in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, full on and as of such earlier date), and the Closing Date (B) Purchaser has performed and complied except for actions taken in all material respects accordance with all obligations and agreements required or as contemplated by this Agreement and except for matters approved in writing or consented to in writing by Seller) or stating the specific respects, if any, in which any of the representations and warranties is untrue. (f) Any instruments, documents or certificates required to be performed or complied with executed by it on or prior to the Initial Closing Date; (ii) A duly executed Assignment and Assumption Agreement Purchaser with respect to any state, county or local transfer taxes applicable to the Initial Assumed Liabilities; (iii) A duly executed Management and Spectrum Lease conveyance of the Property pursuant to this Agreement; (iv) A duly executed Registration Rights Agreement; (v) Duly executed Warrants to purchase 125,000 Warrant Shares in the form of Exhibits A-1 and A-2 hereto; and (vi) Stock certificates representing 500,000 shares of Parent Common Stock, duly endorsed in blank or accompanied by stock transfer powers and with all requisite legends and stock transfer tax stamps attached. (bg) At the License-Related Asset Purchase ClosingSuch other documents, instruments or agreements which Purchaser delivered or caused may be required to be delivered deliver to Sellers a certificate of a duly authorized officer of Purchaser, dated as of the License-Related Asset Closing Date, Seller pursuant to the effect that all other provisions of this Agreement or which Seller reasonably may deem necessary or desirable to consummate the rights under the Warrants to purchase all remaining Warrant Shares have vested upon such License-Related Asset Purchase Closing.Transactions; provided, however,