Common use of Seller Closing Documents Clause in Contracts

Seller Closing Documents. At the Closing, Seller shall execute and deliver to Purchaser the following documents: (i) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”), executed by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A ▇▇▇▇ of Sale and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”).

Seller Closing Documents. At the Closing, Seller shall shall, subject to the terms of Sections 5(a) and 5(b) above, execute and deliver deliver, or cause to be executed and delivered, to Purchaser the following documents: (i) With respect to each of the properties described on Exhibit A that is located in Florida, a deed in the form of Exhibit C (the "Florida Deeds") in favor of Purchaser Kindred or, at the written request of Purchaser, in favor of one or any affiliate more affiliates of Purchaser Kindred, and/or one or more of the SHM Entities, designated in writing by Purchaser; (ii) With respect to the property described on Exhibit A that is designated by Purchaser as the desired grantee at least ten (10) days located in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; Texas, a deed in the absence form of any timely designation Exhibit D (the "Texas Deed", and together with the Florida Deeds, collectively, the "Deeds") in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Purchaser Kindred designated in writing by Purchaser; (iii) With respect to that portion of the Property that is commonly known as the desired grantee as aforesaidCasa ▇▇▇▇ Rehab & Extended Care, Purchaser shall be the “Transferee”)Bradenton, Florida and that is ground leased by Seller, an Assignment and Assumption of Ground Lease in the form attached hereto as of Exhibit B E, executed in counterpart by Seller (the “Deed”"Assignment and Assumption Agreement") and in favor of Kindred or, at the request of Purchaser, an affiliate of Kindred, or one of the SHM Entities, designated in writing by Purchaser (in such latter case of an assignment to an affiliate of Kindred or one of the SHM Entities, Purchaser shall, by a written joinder, agree to guaranty to Seller the assignee's indemnity and other obligations under such Assignment and Assumption Agreement), executed by Seller; (iiiv) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C F; (v) Partial Lease Termination Agreements in the “form of Exhibits G-1, G-2, G-3 and G-4 (collectively, the "Termination Agreement”Agreements"), executed in counterpart by Seller; (ivvi) A Termination of Memorandum of Lease with respect to each of the properties listed on Exhibit A, in substantially the form of Exhibit D H (collectively, the “"MOL Termination”Terminations"), executed in counterpart by Seller; (vvii) A Amendments to each of the Master Leases referred to in the Termination Agreements, and to the Master Lease Agreement dated December 12, 2001 between Seller and Purchaser, in the form of Exhibits I-1, I-2, I-3, I-4 and I-5 (collectively, the "Master Lease Amendments"), executed in counterpart by Seller or, in the case of the aforesaid Master Lease Agreement dated December 12, 2001, by Ventas Finance I, LLC; (viii) With respect to each of the properties described on Exhibit A, a ▇▇▇▇ of Sale and Assignment in the form of Exhibit EJ, in favor of Kindred, or, at the Transferee written request of Purchaser, in favor of one or more affiliates of Kindred, and/or one or more of the SHM Entities, designated in writing by Purchaser and, if and to the extent Seller owns and possesses any of the “"Personal Property” " referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereofPurchaser; and (viiiix) A closing statement, dated as of the Closing Date and duly legal opinion executed by Seller's internal counsel, setting forthin form and substance reasonably acceptable to Purchaser, among other thingsopining that this Agreement and the documents executed and delivered by Seller and, all payments if applicable, its affiliates pursuant to the terms of this Agreement have been duly authorized, executed and from Seller delivered by, and Purchaser in connection with the purchase are legal, valid and sale of the Property (the “Closing Statement”binding obligations of, such signatory(ies).

Seller Closing Documents. At On or before the Closing Date, or, if a deadline is specified below, by such deadline, Seller shall deliver, or, in the case of the Office and Equipment Leases, cause MRML to deliver, directly to Purchaser or to the Escrowee, as is specified in Section 6.4 hereof, two (2) executed originals (or four (4) counterparts, as the case may be, but only one (1) executed original of each deed) of each of the following documents for each Partnership Interest or for the Mall Assets with respect to each Seller-Owned Mall, as the case may be (collectively, the "SELLER CLOSING DOCUMENTS"): (a) A resolution of the Board of Directors of each Seller, certified by their respective Secretaries, authorizing the execution and delivery of this Agreement, the Seller Closing Documents and the consummation of the transactions contemplated hereby. (b) An incumbency certificate certifying the authority of the officers of each Seller executing this Agreement or any Seller Closing Documents. (c) Limited or Special Warranty Deeds transferring to Purchaser or Purchaser's Nominee fee simple title to the Real Property comprising each Seller-Owned Mall, subject only to the Permitted Exceptions, in the form of the attached EXHIBIT 6.2(c). (d) Bills of Sale, with limited warranty covenants, transferring to Purchaser or Purchaser's Nominee all of the Personalty and the Other Assets with respect to each Seller-Owned Mall and with respect to any Personalty owned by MRML, in the form of EXHIBIT 6.2(d) attached hereto. (e) As to each Partnership Interest, four (4) counterparts of the Assignment of Partnership Interests and of an Amendment to Partnership Certificate. (f) As to each Seller-Owned Mall, four (4) counterparts of the Assignment of Leases. (g) As to each Seller-Owned Mall, four (4) counterparts of the Assignment of Contracts. (i) Four (4) counterparts of each Mortgage Loan Assignment and Assumption Agreement, including, without limitation, any UCC filings required in connection therewith. (j) Except as otherwise provided below, not later than fifty (50) days after the Effective Date, (i) Lease Estoppel Certificates from the tenant under each Lease for an Anchor Store, and, in the case of each Mall, from Tenants occupying at least eighty percent (80%) of all non-anchor rented area of the Mall, subject to the last sentence of this Section 6.2(j) (such non-anchor rented area for each Mall as of the Effective Date being listed on EXHIBITS A-1 through A-9); (ii) a Seller Lease Estoppel Certificate if and as provided in the last sentence of this Section ; (iii) a REA Estoppel Certificates from each Party to a Reciprocal Easement Agreement; (iv) a Lender Estoppel Certificate, not later than fifty-five (55) days after the Effective Date, from each Lender; and (v) a Partnership Estoppel Certificate executed by each partner in the respective Partnerships other than Seller and having attached thereto a set of the same partnership documents provided to Purchaser by Seller pursuant to Section 6.2(l). A Seller Lease Estoppel Certificate with respect to any Tenant shall expire and be of no force or effect upon Purchaser's receipt of the Lease Estoppel Certificate from the applicable Tenant consistent with the information set forth on the Rent Roll and the Seller Estoppel Certificate. An Estoppel Certificate shall be deemed to be in form and substance satisfactory to Purchaser if it is executed by the applicable Tenant or other Party with the information consistent with that set forth in the Rent Roll and if it is dated not more than sixty (60) days before the Closing Date, provided that if Purchaser extends the Inspection Period under Section 4.3(b), the foregoing sixty (60) day limitation shall be extended to ninety (90) days. If and to the extent that, despite Seller's compliance with Section 8.8 hereof, Seller does not obtain Lease Estoppel Certificates from Tenants occupying at least eighty percent (80%) of all non-anchor rented area of each Mall, and provided that Seller has delivered Tenant Estoppel Certificates from Tenants occupying at least sixty percent (60%) of all non-anchor rented area of the Mall, then Seller may satisfy the requirements of Section 6.2(j)(ii) by delivering to Purchaser, not later than fifty-five (55) days after the Effective Date, a Seller Lease Estoppel Certificate as to Leases identified by Purchaser (which identification Purchaser shall provide to Seller by fifty-two (52) days after the Effective Date) and sufficient to result in Purchaser having received Lease Estoppel Certificates plus Seller Lease Estoppel Certificates as to eighty percent (80%) of such non-anchor rented area of each Mall. (k) Not later than five (5) Business Days before the Closing Date, the Updated Rent Roll. (l) Not later than five (5) Business Days before the Closing Date, the execution copies of the Partnership Agreements or copies thereof, certified by an officer of Seller. (m) A FIRPTA Affidavit, executed by Marathon U.S. Realties, Inc. (n) A Form 1099S, executed by Marathon U.S. Realties, Inc.. (o) All consents and approvals of the Lenders necessary pursuant to Section 3.3, the Partnership Consents and all consents listed on EXHIBIT 9.1(m). (p) Legal opinion of Seller's counsel relating to the matters set forth in Sections 9.1(g), (h) and (o)(i). (q) Four (4) counterparts of each Assignment of Office and Equipment Lease. (r) Four (4) counterparts of the written notices (i) to each Party to any Reciprocal Easement Agreement affecting the Seller-Owned Malls advising it of the change of ownership and directing it to pay all charges under its Reciprocal Easement Agreement for all periods from and after the Closing Date as directed by Purchaser; (ii) to each Tenant in the Seller-Owned Malls advising it of the change of ownership and directing it to pay Rent and other charges under its Lease for all periods from and after the Closing Date as directed by Purchaser; (iii) a general notice to any Party to the Contracts relating to the Seller-Owned Malls advising of the transfer and assignment of Seller's interest in the Contracts to Purchaser and directing that future inquiries be made directly to Purchaser; and (iv) to each landlord under an Office and Equipment Lease advising of the transfer and directing that future invoices and other notices be given directly to Purchaser. (s) GAP Undertaking from Seller to the Title Company; subject to the provisions of Section 8.7 hereof, any documentation required to be executed by Seller and/or any other party in order to remove all Liens required to be removed by Seller pursuant to the terms of this Agreement, together with any fees, prepayment premiums, penalties or other funds needed to accomplish such removal (the net proceeds of the Balance of the Purchase Price payable to Seller pursuant to the Closing Statement may be applied for this purpose); and any documentation required to be executed by Seller with respect to any state, county, or local transfer taxes or documentary taxes applicable to the conveyance of the Property pursuant to this Agreement. (t) Such other documents, instruments or agreements that Seller may reasonably be required to execute and/or deliver on or prior to Closing pursuant to any provision of this Agreement. In addition, at or prior to the Closing, Seller shall execute also deliver to, or at the direction of, Purchaser all keys, codes, files, computer disks and deliver to Purchaser the following documents: (i) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; software included in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaidPersonalty, Purchaser shall be the “Transferee”)books, in the form attached hereto as Exhibit B (the “Deed”)records, executed by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”)files, executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”)marketing materials, executed in counterpart by Seller; (v) A ▇▇▇▇ of Sale and Assignment in the form of Exhibit Esurveys, in favor of the Transferee andplans, if and specifications, or other written information or documents relating to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Malls in Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; 's possession and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”).

Seller Closing Documents. At the ClosingThe Seller and/or Mid-Am, Seller as applicable, shall execute and deliver to Purchaser have delivered the following documents: (ia) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as to the desired grantee at least ten (10) days in advance Parent and the Buyer, a copy of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”), executed resolutions duly adopted by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A ▇▇▇▇ of Sale and Assignment in the form of Exhibit E, in favor each of the Transferee andSeller’s and Mid-Am’s Board of Directors or managing member, if as applicable, authorizing the execution, delivery and to the extent Seller owns and possesses any performance of the “Personal Property” referenced thereinSeller Transaction Documents to which the Seller and/or Mid-Am are each, Seller shall deliver respectively, a party and the same to consummation of the Transferee or to the Propertytransactions contemplated thereby, at Seller’s option; (vi) An affidavit and secretary’s certificate, each as in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated effect as of the Closing Date and duly executed Date, certified by Seller, setting forth, among other things, all payments to and from an officer of the Seller and Purchaser Mid-Am, respectively; (b) to the Parent and the Buyer, for each of the Seller and Mid-Am, a certificate (dated not less than 5 Business Days prior to the Closing Date) of the Secretary of State of the jurisdiction of organization of each of the Seller and Mid-Am as to the good standing of the Seller and Mid-Am, respectively, in connection with such jurisdiction; Table of Contents (c) to the Buyer, the Files and Records forming a part of the Purchased Property; (d) to the Buyer, such bills of sale, special warranty deeds, assignments of leases and all other instruments of conveyance that are necessary to effect the purchase and sale of the Purchased Property and the transfer of Assumed Liabilities to be transferred to the Buyer on the Closing Date pursuant to the terms herein; (e) to the “Closing Statement”)Parent and/or the Buyer, as applicable, copies of the consents, waivers and approvals specified on Schedule 4.5; (f) such other documents relating to the transactions contemplated by the Transaction Documents as the Parent or the Buyer reasonably requests; and (g) to the Buyer, physical possession and control of the Purchased Property.

Seller Closing Documents. At The Sellers shall have delivered to the Closing, Seller shall execute and deliver to Purchaser Buyer the following documents: (ia) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”)a certificate, executed by the Secretary of each Seller, certifying the board of directors and the shareholders of such Seller have approved the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby (with copies of the resolutions duly adopted by such Seller's board of directors and shareholders attached), and certifying the incumbency of the officer or officer's of such Seller signing the Transaction Documents; (iib) A the officer's certificate referred to in Section 12.2; (c) a certificate (dated not less than 5 Business Days prior to the Closing Date) of the Secretary of State of the jurisdiction of each Seller's state of incorporation as to the good standing of such Seller in such jurisdiction; (d) a certification of non-foreign status from each Seller that is selling the Purchased Property consisting of Sellera United States real property interest (within the meaning of Section 897(c) of the Code) pursuant to this Agreement, in the form and manner that complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder; (iiie) A Partial Lease Termination Agreement in the form Files and Records forming a part of Exhibit C (the “Termination Agreement”), executed in counterpart by SellerPurchased Property; (ivf) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by SellerAssignment and Assumption Agreement; (vg) A ▇▇▇▇ opinions of Sale and Assignment in the form of Exhibit E, in favor of the Transferee and, if and counsel to the extent Seller owns Sellers and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same those Persons listed on Exhibits C-1 and C-2 in form and substance reasonably satisfactory to counsel to the Transferee or to the Property, at Seller’s optionBuyer; (vih) An affidavit and secretary’s certificate, each in such other documents relating to the form attached hereto transactions contemplated by the Transaction Documents as Exhibit Fthe Buyer reasonably requests; (viii) The Bring-Down Certificate a duly executed Trademark Assignment Agreement; (j) a duly executed Patent Assignment Agreement; (k) a duly executed Domain Name Assignment Agreement; (l) duly executed Escrow Agreements; (m) physical possession and control of Seller referenced in Section 4 hereofthe Purchased Property; (n) all consents that are required to transfer the Assigned Contracts and the Assumed Liabilities; and (viiio) A closing statement, dated as of such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with as the purchase and sale of the Property (the “Closing Statement”)Sellers shall reasonably request.

Seller Closing Documents. At the Closing, Seller shall execute and deliver to Purchaser the following documents: (i) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”), executed by SellerVentas Brighton, LLC; (ii) A certification of non-foreign status of SellerVentas Brighton, LLC; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by SellerIntentionally deleted; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by SellerVentas Brighton, LLC; (v) A ▇▇▇▇ of Sale and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller Ventas Brighton, LLC owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”).

Seller Closing Documents. At The Selling Parties, as the Closingcase may be, Seller shall execute and deliver deliver, or cause to Purchaser the following documentsbe delivered, to Buyer or Raven, as appropriate: (ia) A deed in favor a b▇▇▇ of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”)sale, in the form attached hereto as Exhibit B and substance acceptable to Buyer (the “DeedB▇▇▇ of Sale”)) and executed by the Selling Parties, for all of the Acquired Assets that are Tangible Personal Property; (b) an assignment, in form and substance acceptable to Buyer (the “Assignment and Assumption Agreement”) and executed by the Selling Parties, of all of the Acquired Assets that are intangible personal property, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities; (c) assignments to Raven of all Intellectual Property Assets, including all registered Marks, Patents and Copyrights, each in form and substance satisfactory to Raven and executed by the appropriate Selling Party or Parties; (d) an employment agreement, in form and substance satisfactory to Buyer, executed by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A S▇▇▇▇▇ of Sale and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of (the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s optionEmployment Agreement”); (vie) An affidavit a real property lease agreement between Buyer and secretary’s certificate, each Shareholder relating to the lease by Buyer of the Facilities owned by Shareholder and used in the form attached hereto as Exhibit FBusiness; (viif) The Bring-Down Certificate a certificate of the Secretary of Seller referenced in Section 4 hereof; andcertifying, as complete and accurate as of the First Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors (or equivalent) approving the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and each of the other Transaction Documents; (viiig) A closing statementa certificate of the Secretary of Shareholder certifying, as complete and accurate as of the First Closing, attached copies of the Governing Documents of Shareholder, certifying and attaching all requisite resolutions or actions of Shareholder’s board of directors (or equivalent) approving the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Shareholder executing this Agreement and each of the other Transaction Documents; (h) a certificate signed by the president of Seller and Shareholder, dated as of the First Closing Date or Second Closing, as applicable, stating that the conditions specified in Section 6.1 and duly Section 6.2 have been fully satisfied; (i) an opinion of Seller’s Counsel, dated as of the First Closing or the Second Closing, as applicable, in form and substance acceptable to Buyers; (j) releases, acceptable to Buyers, of all Encumbrances on the Acquired Assets; (k) certificates dated as of a date not earlier than the thirtieth (30th) day immediately preceding the First Closing as to the good standing of Seller and Shareholder and payment of all applicable provincial Taxes by Seller and Shareholder, executed by the appropriate officials of the Province of Saskatchewan and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation as specified in Schedule 3.1; (l) the certificate and articles of incorporation and all amendments thereto of Seller, setting forthduly certified as of a date not later than the date that is thirty (30) days immediately preceding the First Closing, among other things, all payments to and from Seller and Purchaser in connection with by the purchase and sale Director of the Property Corporations Branch of the jurisdiction of Seller’s incorporation; and (m) such other documents relating to the “Closing Statement”)Contemplated Transactions as Buyer may reasonably request that are customary for similar transactions.

Seller Closing Documents. At the Closing, The Seller shall execute and deliver have delivered to Purchaser the Buyer the following documents: (ia) A deed in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), in the form attached hereto as Exhibit B (the “Deed”)a certificate, executed by the Secretary of Seller, certifying the Board of Directors of the Seller have approved the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby (with copies of the resolutions duly adopted by the Seller's Board of Directors attached), and certifying the incumbency of the officer or officer's of the Seller signing the Transaction Documents; (iib) A certification of non-foreign status of Sellerthe officer's certificate referred to in Section 13.1; (iiic) A Partial Lease Termination Agreement a certificate (dated not less than 5 Business Days prior to the Closing Date) of the Secretary of State of the jurisdiction of the Seller's incorporation as to the good standing of the Seller in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Sellersuch jurisdiction; (ivd) A Termination the Files and Records forming a part of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by SellerPurchased Property; (ve) A ▇▇▇▇ of Sale the Assignment and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s optionAssumption Agreement; (vif) An affidavit and secretary’s certificate, each an opinion of counsel to the Seller in form satisfactory to the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forthBuyer to stating, among other things, all payments to and from Seller and Purchaser in connection with that the purchase and sale of the Purchased Property to the Buyer has been duly authorized by the Board of Directors of the Seller in accordance with applicable law; (g) an estoppel certificate from each landlord at the “Business Locations in form and substance satisfactory to the Buyer, and a California form UCC-2 from Coast Business Credit releasing its lien on the Purchased Property; (h) a duly executed Services Agreement, Escrow Agreement and Trademark Assignment; (i) physical possession and control of the Purchased Property; and (j) such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing Statement”)as the Buyer shall reasonably request.

Seller Closing Documents. At the Closing, Seller shall execute have duly executed, where applicable, and deliver delivered to Purchaser all of the following documents: (i) A deed in favor a good standing or similar certificate of Purchaser or any affiliate Seller; (ii) a ▇▇▇▇ of Purchaser that is designated by Purchaser as the desired grantee at least ten (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”), sale in the form attached hereto as Exhibit B (the “Deed▇▇▇▇ of Sale”), executed by Seller; (ii) A certification of non-foreign status of Seller; (iii) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (iv) A Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (v) A ▇▇▇▇ of Sale an assignment and Assignment in the form of Exhibit E, in favor of the Transferee and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee or to the Property, at Seller’s option; (vi) An affidavit and secretary’s certificate, each assumption agreement in the form attached hereto as Exhibit FC (the “Assignment and Assumption Agreement”); (iv) an assignment of the BioE License relating to the PrepaCyte CB Processing System in the form attached to this Agreement as Exhibit D (the “Sublicense Assignment”); (v) a non-competition and non-solicitation agreement in the form attached to this Agreement as Exhibit E, duly executed by Seller and Seller’s owners, members, managers and officers; (vi) Seller shall deliver to Purchaser a certificate stating that Seller is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2); (vii) The Bring-Down Certificate Purchaser shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 2.2(a) have been satisfied; (viii) Purchaser shall have received a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller referenced in Section 4 hereofcertifying that attached thereto are true and complete copies of all resolutions adopted by the members and managers of Seller authorizing the execution, delivery and performance of this Agreement and the other transaction documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby; and (viiiix) A closing statement, dated such other documents relating to the transactions contemplated by this Agreement as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”)may reasonably request.

Seller Closing Documents. At the Closing, Seller shall execute and deliver to Purchaser the following documents: (i) A deed An assignment of ground lease in favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser as the desired grantee at least ten nominee (10) days in advance of the Closing Date (Purchaser or such designated affiliate is herein referred to as the “Transferee”; ) of Kindred specified in the absence of any timely designation of an affiliate of Purchaser as the desired grantee as aforesaid, Purchaser shall be the “Transferee”)advance by Kindred, in the form attached hereto as Exhibit B (the “DeedConveyance Document”), executed by Seller; (ii) A certification of non-foreign status of Seller; (iii) If needed, a notice to the ground lessor of the assignment of the Seller’s interest in the Ground Lease to the Transferee, executed in counterpart by Seller; (iv) A Partial Lease Termination Agreement in the form of Exhibit C (the “Termination Agreement”), executed in counterpart by Seller; (ivv) A If needed, a Termination of Memorandum of Lease in the form of Exhibit D (the “MOL Termination”), executed in counterpart by Seller; (vvi) A duly executed original of the ▇▇▇▇ of Sale and Assignment in the form of Exhibit E, in favor of Transferee, or, at the Transferee written request of Purchaser, in favor of any affiliate of Kindred and, if and to the extent Seller owns and possesses any of the “Personal Property” referenced therein, Seller shall deliver the same to the Transferee Kindred or to the Property, at Seller’s option;such affiliate(s); and (vivii) An affidavit and secretaryofficer’s certificate, each in the form attached hereto as Exhibit F; (vii) The Bring-Down Certificate of Seller referenced in Section 4 hereof; and (viii) A closing statement, dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from Seller and Purchaser in connection with the purchase and sale of the Property (the “Closing Statement”).F.