Common use of Representation and Warranties of Manager Clause in Contracts

Representation and Warranties of Manager. Manager hereby represents and warrants to Medical Center as follows, which representations and warranties shall be true, accurate and complete on the date of this Agreement (as defined herein) and at all other times during the term hereof: 4.1 Manager is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware with the power and authority to carry on the business in which it is engaged and to perform its obligations under this Agreement. 4.2 The execution of this Agreement and the performance of the obligations of the Manager hereunder will not result in any breach of any of the terms, conditions or provisions of any agreement or other instrument to which the Manager is a party or by which it may be bound or affected, or contravene any governmental license, franchise, permit or other authorization possessed by either party, nor will such execution and performance violate any federal, state or local law, rule or regulation. This Agreement is a legal and binding obligation of Manager, and all corporate actions and approvals have been taken and obtained in order for Manager to enter into this Agreement. No approval, authorization or other action by, or filing with, any governmental authority or any other third party is required in connection with either party performing its duties and obligations hereunder. 4.3 There is no litigation, administrative proceedings or investigation pending or threatened against Manager (nor is it subject to any judgement, order, decree or regulations of any court or other governmental administrative agency) pending or affect Manager which would materially adversely affect the performance of Manager's obligations hereunder. Without limiting the foregoing, Manager represents and warrants that it has strictly complied, is currently in compliance and shall strictly comply with any and all statutes, rules, regulations, decisions and guidelines applicable to the operation, management, reimbursement and/or payment of services provided by Outpatient psychiatry programs which Manager is, has or shall be operating and/or managing, under the Medicare and Medi-Cal Programs and any other public or private third party reimbursement or payment program, and that Manager is not, has not been and shall not be under investigation, audit or challenge by any federal or state agency or authority in connection with any of its operations, policies or procedures. 4.4 Any and all personnel and professionals provided by Manager to the Outpatient Program shall be duly licensed and qualified, as applicable, and shall fulfill each of their terms, duties, obligations covenants, representations, warranties, responsibilities and indemnities applicable to them hereunder at all times while performing services for the Program.

Representation and Warranties of Manager. Manager hereby represents and warrants to Medical Center as follows, which representations and warranties shall be true, accurate and complete on the date of this Agreement (as defined herein) and at all other times during the term hereof: 4.1 Manager is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware with the power and authority to carry on the business in which it is engaged and to perform its obligations under this Agreement. 4.2 The execution of this Agreement and the performance of the obligations of the Manager hereunder will not result in any breach of any of the terms, conditions or provisions of any agreement or other instrument to which the Manager is a party or by which it may be bound or affected, or contravene any governmental license, franchise, permit or other authorization possessed by either party, nor will such execution and performance violate any federal, state or local law, rule or regulation. This Agreement is a legal and binding obligation of Manager, and all corporate actions and approvals have been taken and obtained in order for Manager to enter into this Agreement. No approval, authorization or other action by, or filing with, any governmental authority or any other third party is required in connection with either party performing its duties and obligations hereunder. 4.3 There is no litigation, administrative proceedings or investigation pending or threatened against Manager (nor is it subject to any judgement, order, decree or regulations of any court or other governmental administrative agency) pending or affect Manager which would materially adversely affect the performance of Manager's obligations hereunder. Without limiting the foregoing, Manager represents and warrants that it has strictly complied, is currently in compliance and shall strictly comply with any and all statutes, rules, regulations, decisions and guidelines applicable to the operation, management, reimbursement and/or payment of services provided by Outpatient inpatient psychiatry programs which Manager is, has or shall be operating and/or managing, under the Medicare and Medi-Cal Programs and any other public or private third party reimbursement or payment program, and that Manager is not, has not been and shall not be under investigation, audit or challenge by any federal or state agency or authority in connection with any of its operations, policies or procedures. 4.4 Any and all personnel and professionals provided by Manager to the Outpatient Inpatient Program shall be duly licensed and qualified, as applicable, and shall fulfill each of their terms, duties, obligations covenants, representations, warranties, responsibilities and indemnities applicable to them hereunder at all times while performing services for the Program.

Representation and Warranties of Manager. Manager hereby represents and warrants to Medical Center as follows, which representations and warranties shall be true, accurate and complete on the date of this Agreement (as defined herein) and at all other times during the term hereof: 4.1 Manager is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware with the power and authority to carry on the business in which it is engaged and to perform its obligations under this Agreement. 4.2 The execution of this Agreement and the performance of the obligations of the Manager hereunder will not result in any breach of any of the terms, conditions or provisions of any agreement or other instrument to which the Manager is a party or by which it may be bound or affected, or contravene any governmental license, franchise, permit or other authorization possessed by either party, nor will such execution and performance violate any federal, state or local law, rule or regulation. This Agreement is a legal and binding obligation 24 of Manager, and all corporate actions and approvals have been taken and obtained in order for Manager to enter into this Agreement. No approval, authorization or other action by, or filing with, any governmental authority or any other third party is required in connection with either party performing its duties and obligations hereunder. 4.3 There is no litigation, administrative proceedings or investigation pending or threatened against Manager (nor is it subject to any judgement, order, decree or regulations of any court or other governmental administrative agency) pending or affect Manager which would materially adversely affect the performance of Manager's obligations hereunder. Without limiting the foregoing, Manager represents and warrants that it has strictly complied, is currently in compliance and shall strictly comply with any and all statutes, rules, regulations, decisions and guidelines applicable to the operation, management, reimbursement and/or payment of services provided by Outpatient psychiatry programs which Manager is, has or shall be operating and/or managing, under the Medicare and Medi-Cal Programs and any other public or private third party reimbursement or payment program, and that Manager is not, has not been and shall not be under investigation, audit or challenge by any federal or state agency or authority in connection with any of its operations, policies or procedures. 4.4 Any and all personnel and professionals provided by Manager to the Outpatient Program shall be duly licensed and qualified, as applicable, and shall fulfill each of their terms, duties, obligations covenants, representations, warranties, responsibilities and indemnities applicable to them hereunder at all times while performing services for the Program.