Representations and Warranties by OWNERS. OWNERS hereby represents and warrants as follows:
Representations and Warranties by OWNERS. OWNERS hereby represents and warrants as follows: 10370946.3 21 (a) Upon obtaining (i) a court order from the Chancery Court of Davidson County, Tennessee, approving the sale of the Facilities in accordance with the terms of the Asset Purchase Agreement and (ii) written approval from the Attorney General for the State of Tennessee for the sale of the Facilities in accordance with the terms of the Asset Purchase Agreement (collectively, the “OWNERS’ Governmental Approvals”), OWNERS have full right, power and authority to enter into this Agreement and to execute, or to cause its Affiliates to execute, all other Transaction Documents, and all necessary action has been taken to authorize the individual executing this Agreement to do so. (b) Upon obtaining the OWNERS’ Governmental Approvals, as of the Closing Date, OWNERS will have all necessary power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Agreement and the Transaction Documents. (c) OWNERS are Kansas limited liability companies duly organized, validly existing and in good standing and is authorized to conduct business in the State in the which the Facilities is located. (d) Subject to OWNERS having obtained the OWNERS’ Governmental Approvals, the execution, delivery and/or performance of obligations under this Agreement and all other Transaction Documents, to the extent that such documents have been executed and delivered by OWNERS, and the consummation of the transactions contemplated by the Transaction Documents in accordance with the terms and conditions thereof, are within OWNERS’ powers, have been duly authorized by all necessary organizational action and do not and will not contravene the terms of their respective governing documents. As of the Closing Date, each Transaction Document when delivered will constitute a legal, valid and binding obligation of OWNERS enforceable against each of such companies in accordance with its terms. (e) As of the Closing Date, there shall not be outstanding any: (i) waivers; (ii) State “I” or repeat “II” level violations and/or Notice of State “I” or repeat “II” level violations; (iii) Notice of “immediate jeopardy” from any governmental authority having jurisdiction of the Facilities and/or that the Facilities are “not in substantial compliance” and/or of “substandard quality of care” (as defined by federal regulations, i.e., deficiencies under 42 CFR 483.13...
