Common use of Pre-Closing Clause in Contracts

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller Contributor shall notify the Manufacturer regarding the transactions contemplated by this Agreement, utilizing a form of notification prescribed by Florida law. Buyer (or its affiliate) NewCo shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the PremisesProperty. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller Contributor and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller Contributor shall terminate its Dealer Sales and Service Agreements their agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller Contributor shall fully cooperate with BuyerLMP and NewCo, and take all reasonable steps to assist Buyer, in Buyer’s efforts necessary or advisable for NewCo to obtain its own similar Dealer Sales sales and Service Agreements service agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller Contributor shall transfer to Buyer NewCo certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer NewCo shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer NewCo in accordance with law, and, until Buyer NewCo destroys such records in accordance with company policy in effect from time to time, Seller Contributor shall have reasonable access to SellerContributor’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Assumed Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller Contributors shall notify the Manufacturer regarding the transactions contemplated by this Agreement, utilizing a form of notification prescribed by Florida law. Buyer (or its affiliate) NewCos shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the PremisesProperty. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller Contributors and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller Contributors shall terminate its Dealer Sales and Service Agreements their agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller Contributors shall fully cooperate with BuyerLMP and NewCo, and take all reasonable steps to assist Buyer, in Buyer’s efforts necessary or advisable for NewCos to obtain its own similar Dealer Sales sales and Service Agreements service agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller Contributors shall transfer to Buyer NewCos certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer NewCos shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer NewCos in accordance with law, and, until Buyer NewCos destroys such records in accordance with company policy in effect from time to time, Seller Contributors shall have reasonable access to Seller’s Contributors’ pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Assumed Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement, utilizing a form of notification acceptable to Buyer. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Dealership Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Dealership Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. Buyer shall promptly execute and deliver to Manufacturer such documentation reasonably requested by the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Dealership Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Dealership Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturerfactory. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Assumed Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement, utilizing a form of notification acceptable to Buyer. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the PremisesReal Property. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturerfactory. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the PremisesReal Property. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturerfactory. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement, utilizing a form of notification reasonably acceptable to Buyer. Buyer (or its affiliate) shall promptly shall, within ten (10) days following the Effective Date, apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership the Dealerships upon the Premisesappropriate Real Property. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.)documents. Seller shall fully reasonably cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement, utilizing a form of notification acceptable to Buyer. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the PremisesProperty. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been AssetsAssets (excluding in-transit New Vehicles), then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Seller and Buyer is not required to submit an offeroffer to purchase such assets. This does not apply to in-transit vehicles from the Manufacturerfactory. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law. After the Closing, andBuyer shall have the option to request that Seller remove any pre-Closing physical records, until at which ▇▇▇▇ ▇▇▇▇▇▇ may dispose of the records as Seller sees fit, or if the records are not removed within thirty (30) days from the date of Buyer’s written request, Buyer destroys may securely destroy such records in accordance with company policy in effect from time without further liability to time, Seller. Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Assumed Contracts in Buyer’s possession after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly Between the date of this Agreement and the Closing Date, except as contemplated by this Agreement or with the prior written consent of Buyer, which will not be unreasonably withheld, conditioned or delayed: (a) OpCo Seller covenants that the Operators will use their best efforts to operate the Facilities diligently, in accordance with the Operators’ obligations under the respective operating or management contracts (collectively, the “Operating Contracts”) and only in the ordinary course of business and to maintain their operating licenses in good standing through the Closing Date. OpCo Seller will also maintain all inventories of goods and products used in the operation of the Facilities, including without limitation, food, medications, linens, and cleaning supplies, consistent with its past practice and in the ordinary course of business. OpCo Seller will (i) cause all Operating Contracts to be terminated, at Seller’s sole cost, as of the Closing Date, and (ii) not enter into any extension of any contract. OpCo Seller will deliver to Buyer written evidence of all such terminations of Operating Contracts to Buyer on or before thirty (30) days prior to the Closing Date, which terminations will be effective as of the Closing Date. (b) OpCo Seller covenants that OpCo Seller will use its best efforts to prevent the Operators from making any material change in the operation of the Facilities, aside from the release of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, and will prevent the Operators from selling or agreeing to sell any items of machinery, equipment or other assets of the Facilities, or otherwise entering into any agreement affecting the Facilities, except in the ordinary course of business; provided, in no event will any Personal Property be sold on or prior to the Closing Date. (c) OpCo Seller covenants that Operators will not enter into any Leases or Contracts or commitment affecting the Facilities, except for the Interim Sublease (as defined below) and any Leases or Contracts entered into in the ordinary course of business which may be terminated on or before the Closing Date. (d) OpCo Seller covenants that during normal business hours and consistent with Section 6.3 herein, OpCo Seller will provide Buyer or its designated representative with access to the Facilities upon at least forty-eight (48) hours prior notification and coordination with ▇▇▇ ▇▇▇▇▇▇, provided, Buyer will be accompanied by OpCo Seller or its agent and will not materially interfere with the execution operation of the Facilities. Buyer will likewise not mention to any resident, employee or agent of OpCo Seller located at the Facilities (other than such persons whose input is necessary to the performance of Buyer’s Due Diligence investigations hereunder), Buyer’s reason for entering, inspecting, or appearing at the Facilities. At such times OpCo Seller will, and will cause Operators to, permit Buyer to inspect the books and, in accordance with applicable law, records of the Facilities. (e) Seller will deliver to Buyer the due diligence items described on the Due Diligence List attached hereto as Schedule 6.1(g) (the “Due Diligence Items”) within the timeframes specified in Schedule 6.1(g). If Buyer requests additional items not included on Schedule 6.1(g), it will do so by written request delivered to Seller and Seller will use its best efforts to provide such information within five (5) business days following receipt of the request; and, provided further, Seller will continue to cause Operators to deliver to Buyer, following the expiration of the Due Diligence Period, periodic financial reports, reflecting net operating income in the format previously produced to Buyer on financial reports, not less frequently than every month, or such other period as such reports are prepared by Operators and/or made available to Seller. (f) Seller will not allow the Operators to move residents from the Facilities, except (a) to any other facility which is owned by Seller and constitutes part of the Property, as defined herein, for health treatment purposes or otherwise at the request of the resident, family member or other guardian or (b) upon court order or the request of any governmental authority having jurisdiction over the Facilities. (g) Within ten (10) days prior to the Closing Date, OpCo Seller will use commercially reasonable efforts to make the services of key employees of the Operators available to Buyer or Buyer’s operator (“Buyer’s Operator”) to discuss Buyer’s Operator’s employment of such key employees after the Closing Date. Within such ten (10) day period, Buyer or Buyer’s Operator will have the opportunity to interview such key employees who are willing to participate in such interviews at such reasonable times as may be arranged between Buyer or Buyer’s Operator, without causing a disruption in the provision of services at the Facilities by the Operators. On or before the next regularly occurring payday after Closing, OpCo Seller will pay all benefits required to be paid by OpCo Seller pursuant to OpCo Seller’s policies or practice or Texas law, which will have been earned or accrued by each employee as of the Closing Date. (h) OpCo Seller will offer and provide, as appropriate, group health plan continuation coverage pursuant to the requirements of Section 601, et seq. of ERISA and Section 498B of the Internal Revenue Code (“COBRA”) to all of the employees of the Facilities to whom it is required to offer the same under applicable law. OpCo Seller acknowledges and agrees that neither Buyer nor Buyer’s Operator is assuming any of Operators’ obligations to its employees under COBRA or otherwise, except as specifically provided in this Subsection. As of the Closing Date, all active employees of the Operators: (i) who participate as of the Closing Date in group health insurance coverage sponsored by Operators and (ii) who become employees of Buyer’s Operator after the Closing Date, will be eligible for participation in a group health plan (as defined for purposes of Internal Revenue Code Section 4980B) established and maintained by Buyer’s Operator for the general benefit of its employees and their dependents in accordance with all applicable provisions of COBRA or otherwise relating to pre-existing conditions. OpCo Seller and Buyer acknowledge and agree that it is the intent of this provision that Operators will not be required to provide continued health coverage under ERISA or Section 4980 of the Internal Revenue Code to any of such employees of Operators who become employees of Buyer’s Operator after the Closing Date or to any qualified beneficiary (as defined for purposes of Section 4980B of the Internal Revenue Code) with respect to any such employees. (i) If applicable, OpCo Seller will provide any and all notices to the employees of the Facilities of the “closure” thereof pursuant to the requirements of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any comparable state law. Nothing in this Agreement will be construed as imposing any obligation on Buyer or Operators to indemnify, defend or hold harmless OpCo Seller from any liability which OpCo Seller may incur under the WARN Act as a result of any acts or omissions of OpCo Seller prior to the Closing Date. (j) OpCo Seller and Buyer agree that the continued employment of certain key employees of the Facilities, to be set forth on Schedule 10.1(j) which will be agreed upon by Buyer, Buyer’s Operator, and Seller by the expiration of the Due Diligence Period, will be important to the viability of the operations of Buyer’s Operator at the Facilities. Accordingly, and with the exception of ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Waffle, OpCo Seller agrees that, for a period of two (2) years after the Closing Date, OpCo Seller will cause Operators and Operators’ principals and affiliates to refrain from soliciting the employment of any of such employees who become employees of Buyer’s Operator, directly or indirectly, nor will Operators or Operators’ principals take any action to interfere, directly or indirectly, with such employees’ employment relationship with Buyer’s Operator or to induce such employees, in any manner, to terminate their employment relationship with Buyer’s Operator. OpCo Seller acknowledges and agrees that Buyer would not be fully compensated by damages in the event of a breach or threatened breach by Operators or Operators’ principals of this provision and accordingly agrees that Buyer and Buyer’s Operator will be entitled, without the need to post a bond, to seek an injunction to restrain such violation or threatened violation of this Subsection. The provisions of this Subsection will survive the Closing Date for a period of two (2) years. (k) Prior to the Closing Date, Operators will terminate all of its employees who work at the Facilities, except for those employees whom Buyer notifies Operators that Buyer’s Operator will hire, in Buyer’s sole and absolute discretion, which notice will be given to OpCo Seller no later than ten (10) days prior to the Closing Date. Operators will, if in accordance with its written policy or practice, be responsible for and pay any accrued and/or earned unpaid vacation, bonuses or other benefits accruing to its employees prior to December 25, 2016, and will indemnify, defend and hold harmless Buyer (with counsel reasonably acceptable to Buyer) from and against any and all claims arising from OpCo Seller’s employment-related matters prior to the Closing Date. Buyer’s Operator, or its affiliates, will provide retained employees such medical/accident/disability insurance as Buyer, or its affiliates, currently provide under their existing policies to their other employees in similar positions. (l) OpCo Seller will maintain in force, through the Closing Date, all existing hazard and liability insurance policies, or comparable coverage, for the Facilities as are in effect as of the date of this Agreement. (m) OpCo Seller will file all returns, reports and filings of any kind or nature, including but not limited to, cost reports referred to in this Agreement, required to be filed by OpCo Seller on a timely basis and will timely pay all taxes or other obligations and liabilities or recoupments which are due and payable with respect to the Facilities in the ordinary course of business with respect to the periods Operators operated the Facilities. (n) OpCo Seller will (a) maintain all required operating licenses for the Facilities in good standing through the Closing Date, (b) cause the Operators to operate the Facilities through the Closing Date in accordance with its current business practices and a valid operating license, and (c) promptly notify Buyer in writing of any notices of material violations or investigations received from any applicable governmental authority other than those referenced in Schedule 8.12 and Schedule 8.13. (o) Seller will make all customary repairs, maintenance and replacements required to maintain the Facilities in substantially the same condition as on the date of Buyer’s inspection thereof, ordinary wear and tear accepted, or will cause the Operators to perform such items. (p) Seller will promptly notify Buyer in writing of any Material Adverse Change, as defined herein, of which Seller becomes aware in the condition or prospects of the Facilities including, without limitation, sending Buyer copies of all surveys and inspection reports of all governmental agencies received after the date hereof and prior to Closing, promptly following receipt thereof by the Operators. For purposes of this Agreement, a “Material Adverse Change” will mean: (i) a decrease by ten percent (10%) or more in the monthly average number of occupied beds in the aggregate of the Facilities for any calendar month ended prior to Closing compared to the month ended July 31, 2016 or (ii) a decrease of 10% or greater, on a trailing 12-month basis compared to the 12-month period ended July 31, 2016, of the aggregate EBITDAR for periods including calendar months ended prior to Closing or (iii) any adverse action by a governmental agency which would reasonably be expected to materially affect in a negative manner licensure at such Facility, or any adverse action in its respective Facility which would reasonably be expected to materially affect in a negative manner such Facility’s participation or eligibility to participate in any Medicare, Medicaid, or other Payor program, in either case, unless appropriate corrective action has been taken by Operators in the ordinary course of business, Operators have delivered a copy of the Plan of Correction or otherwise notified Buyer in writing of the planned action, and such Plan of Correction or other corrective action has been approved by the applicable regulatory agency or agencies, or (iv) all claims for reimbursements, recoupments, taxes, fines, or penalties due to any governmental authority having jurisdiction over the Facilities which have not been settled with such governmental authority or satisfied by such Seller shall notify at the Manufacturer regarding Closing (or funds escrowed by such Seller for such purposes), or (v) the existence of a title or survey defect which would reasonably be expected to adversely affect the ability of Buyer’s Operator to operate the Facility, at its respective Facility or to obtain financing for such facility, or (vi) any third party litigation which interferes with Seller’s ability to close the transactions contemplated by in this Agreement. , or (vii) any damage, destruction or condemnation affecting its respective Assets or Facility where the estimate of damage exceeds One Hundred Thousand Dollars ($100,000.00) per Facility and such damage or destruction has not been repaired or Buyer (or its affiliate) shall promptly apply has not otherwise waived such condition prior to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement, utilizing a form of notification acceptable to Buyer. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the PremisesProperty. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturerfactory. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Assumed Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the PremisesProperty. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless reasonably cooperate with the Buyer for the operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.)documents. Seller shall fully reasonably cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturerfactory. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained acquired by Buyer in accordance with law, and, until no sooner than the six anniversary of the Closing Date, Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Assumed Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries, audits, investigations, or in defense of any claims.

Pre-Closing. Promptly upon the execution of this Agreement, Seller Sellers shall notify the Manufacturer in writing regarding the transactions contemplated by this AgreementAgreement and shall provide Buyer's counsel with a copy of same. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Dealership Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller If Buyer determines that an action before the appropriate Florida governmental authority is necessary to compel Manufacturer approval, then Buyer may elect in its sole discretion to initiate such action in Sellers’ name at Buyer’s expense. Sellers and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Dealership Assets. Effective as of the Closing, Seller Sellers shall terminate its Dealer Sales their dealer sales and Service Agreements service agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller Sellers shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales dealer sales and Service Agreements service agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller Sellers shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Dealership Assets. If Seller presents Sellers present assets for purchase post-Closing that would have otherwise been Dealership Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offerSellers. This does not apply to in-transit vehicles from the Manufacturerfactory. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller Sellers shall have reasonable access to Seller’s Sellers’ pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Assumed Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

Pre-Closing. Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement, utilizing a form of notification acceptable to Buyer. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the PremisesReal Property. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller and Principal shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership ▇▇▇▇▇▇▇ Park location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets assets in every form and medium (i.e., retained internet sites, signs, etc.)) except as such shall be utilized in conjunction with Principal’s Granville, New York dealership. Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturerfactory. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.