Of Buyer. Buyer hereby represents and warrants to Seller as follows:
Of Buyer. All of the obligations of Buyer under Articles 2 and 3 of this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions, any of which Buyer may waive in its sole discretion:
(a) Management Sellers shall have performed and complied in all material respects with all agreements, commitments, covenants and other obligations required by this Agreement to be performed or complied by Management Sellers prior to or at the Closing in connection with the execution, delivery, and performance of this Agreement and the consummation of all transactions and other commitments and obligations contemplated by this Agreement, and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect;
(b) Sellers’ Representative shall have delivered to Buyer all of the deliverables referenced in Section 3.2;
(c) the representations and warranties of Management Sellers set forth in this Agreement shall be true and correct in all material respects as of the Closing Date in each case as if made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) except with respect to representations and warranties that contain materiality qualifiers which representations and warranties will be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such date) and Buyer shall have received a certificate of Sellers’ Representative dated the Closing Date to such effect;
(d) all material authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or other actions (collectively “Authorizations”) required with or from any Authority, including without limitation receipt of licenses (or commitments to issue licenses) and certificate of need approvals for Buyer to indirectly own and operate the Facilities and for Buyer to indirectly conduct the business of each member of the Keys Group as currently conducted, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, shall have been duly obtained. No such Authorization shall impose on Buyer any condition or provision or requirement with respect to the Facilities or its operation that is more restrictive in any material respect than or d...
Of Buyer. In order to induce Sellers to enter into this Agreement, Buyer represents and warrants to Sellers as follows:
Of Buyer. To induce the Shareholders to enter into and perform this Agreement, Buyer represents and warrants to the Shareholders as of the date of this Agreement and as of the Closing as follows in this Article IV:
Of Buyer. Seller warrants and represents to Purchaser that:
(i) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, and is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary.
(ii) Buyer has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer.
(iii) The execution and delivery of this Agreement by Buyer do not, and the performance of this Agreement by Buyer shall not, (1) conflict with or violate either the Certificate of Incorporation or Bylaws of Buyer, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Buyer or by which Buyer or its properties is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Buyer pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer is a party or by which Buyer is bound or affected.
(iv) There are no claims, actions, proceedings or investigations pending or, to the best knowledge of Buyer, threatened against Buyer, or any properties or rights of Buyer, before any court, arbitrator, or administrative, governmental or regulatory authority or body.
(v) Buyer hereby represents and warrants that its has received and reviewed all of ICRI’s periodic reports filed with th...
Of Buyer. Regardless of whether Buyer receives payment of Assigned -------- Rent, Buyer agrees (i) to pay or to cause or be paid on behalf of, as the case may be, the Lender, all principal of, all interest on, and all other sums due to the Lender on account of the Applicable Indebtedness, as and in the manner provided in the Underlying Agreements with respect to all Equipment, when due, (ii) to pay and perform when due, all of Seller's other obligations under the Underlying Agreements with respect to the Applicable Indebtedness, and (iii) not to modify or amend (or cause to be modified or amended) any of such Underlying Agreements without the prior written consent of Seller. Buyer's covenant and agreement as set forth in this paragraph 5(a) shall be a nonrecourse obligation and Buyer shall have no personal liability in connection therewith. However, if Buyer fails to comply with its covenant and agreement as set forth in this paragraph 5(a), then Buyer's right to receive and retain payment of the Assigned Rent shall immediately cease and terminate and such right shall revert to Seller in its entirety. In that event, Buyer shall thereafter forward any payment of Assigned Rent received by Buyer to Seller immediately upon receipt by Buyer, and Buyer shall be personally liable for its failure to do so.
Of Buyer. The Buyer represents and warrants to the Target and the Sellers that the statements contained in this §4(II) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §4(II)), except as set forth in the disclosure schedule delivered by the Buyer to the Target and the Sellers on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §4(II).
Of Buyer. As to Properties operated by Seller and purchased by Buyer hereunder and concerning accounts held in suspense, Seller will pay in full the royalty accounts that were suspended because the amount due is less than the statutory or contractual minimum for payment. As to all other suspended accounts, if any, Seller shall transfer to its successor as operator all monies held in a suspended account which were received for production produced from or allocated to the Properties on and after the Effective Time. As to proceeds received for production produced from or allocated to the Properties before the Effective Time and held in a suspense account at Buyer's option, Seller may either: 1) Retain the suspended amounts after Closing and, upon proof satisfactory to Seller, release the money to the proper party; or, 2) Transfer the suspended amounts to Buyer for future disbursement. Once suspended amounts have been transferred to Buyer for future disbursement, Buyer agrees to be responsible for disbursing the suspended monies to the proper parties and shall release, indemnify, defend, and hold harmless the Seller Group from any and all claims, actions, causes of action, liabilities, damages, losses, costs, or expenses (including, without limitation, court costs and attorneys' fees), arising out of or in any way connected with making such disbursements, or failure to make a disbursement.
Of Buyer. In the event of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder.
