Of Buyer Sample Clauses
Of Buyer. Buyer hereby represents and warrants to Seller as follows:
Of Buyer. In order to induce Sellers to enter into this Agreement, Buyer represents and warrants to Sellers as follows:
Of Buyer. All of the obligations of Buyer under Articles 1, 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) the Charter Entities 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 with by the Charter Entities prior to or at the Closing;
(b) the Charter Entities shall have delivered to Buyer all of the deliverables referenced in Section 3.2;
(c) Buyer shall have entered into a contract with Crescent containing terms reasonably satisfactory to Buyer to acquire the Real Estate Facilities and Buyer shall have acquired prior to the Closing Date, or shall contemporaneously acquire, the Real Estate Facilities from Crescent;
(d) no litigation of any kind relating to this Agreement or the transactions contemplated hereby shall be pending or threatened in writing, and no preliminary or permanent injunction or other order issued by any court of competent jurisdiction or by any federal or state governmental or regulatory body, or any statute, rule, regulation or executive order promulgated or enacted by any federal or state governmental authority after the date of this Agreement, that: (i) prohibits the consummation of the transactions contemplated by this Agreement, (ii) challenges the Charter Entities' title to any Purchased Asset(s) that are material to the operation of the Facilities, or (iii) materially affects the Charter Entities' ability to transfer any Purchased Asset(s) that are material to the operation of the Facilities to Buyer in accordance with the terms of this Agreement, shall be in effect;
(e) the representations and warranties of the Charter Entities contained herein and in any schedule attached hereto shall be true and correct at and as of the Closing Date as if made at and as of such time;
(f) Buyer shall have completed its due diligence investigation with respect to the Business, the results of which are satisfactory to Buyer;
(g) Buyer shall have obtained financing in an amount sufficient to fund the Purchase Price under this Agreement and the Real Estate Purchase Agreement;
(h) Buyer shall have obtained the consent of its Board of Directors to the transactions contemplated under this Agreement and the Real Estate Purchase Agreement; and
(i) Appropriate agencies of the federal government, including th...
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. 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. 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. The Buyer Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and present fairly in all material respects the financial condition of Buyer as of such dates and the results of its operations for such periods (subject, in the case of the interim financial statements, to normal and recurring year-end adjustments that will not be material individually or in the aggregate and the absence of notes).
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. 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.