Representations and Warranties - General. The Grantor hereby acknowledges and agrees that all the representations and warranties made by the Grantor in the Service Agreement and any related document to which it is a party are incorporated herein and made a part hereof as if fully set forth herein and shall be deemed to have been made by the Grantor to the Secured Party hereunder. Without limiting the generality of the foregoing, the Grantor hereby represents and warrants that: (i) the Grantor has good and marketable title to the Collateral and it owns the Collateral free and clear of any lien, security interest, charge or encumbrance, except for the security interests in favor of the Secured Party created by this Agreement: (ii) this Agreement, together with actions heretofore taken, creates a valid and perfected first priority Lien in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to create, evidence, perfect and preserve such security interest (save for the timely filing of continuation statements or other statements required by applicable law) have been duly taken: and (iii) the correct corporate name of the Grantor is Virtual Radiologic Professionals of New York, P.A., and the Grantor has no other corporate name or fictitious name and has not, during the immediately preceding five (5) years, been known under or used any other corporate, trade or fictitious name.
Representations and Warranties - General. In the event: (x) the Seller breaches (without giving effect to any qualification as to materiality (including Material Adverse Effect)) any of its representations or warranties contained herein (other than those contained in Section 4(b) (Capitalization) and Section 4(f) (Tax Matters)); and (y) the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(h) within the applicable survival period specified in Section 8(a), then the Seller agrees to RELEASE, INDEMNIFY AND HOLD HARMLESS the Buyer Indemnitees from and against the entirety of any Adverse Consequences that are individually in excess of twenty-five thousand dollars ($25,000) and that are suffered by the Buyer Indemnitees by reason of each such breach; provided, that the Seller shall not have any obligation to indemnify the Buyer Indemnitees from and against (A) the entirety of any such Adverse Consequences by reason of such breaches until the Buyer Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of all such breaches in excess of an initial aggregate deductible amount equal to 1.0% of the Purchase Price, (B) after which point, 50% of any such further Adverse Consequences by reason of such breaches until the Buyer Indemnitees, in the aggregate (above such amounts described in (A) above), have suffered Adverse Consequences by reason of all such breaches in excess of a second deductible aggregate amount equal to 1.0% of the Purchase Price (after which point the Seller shall be obligated only to indemnify the Buyer Indemnitees from and against any further such Adverse Consequences), or (C) to the extent all Adverse Consequences the Buyer Indemnitees, in the aggregate, have suffered by reason of all such breaches exceeds an aggregate ceiling amount equal to Twenty Eight Million Four Hundred Thousand U.S. Dollars ($28,400,000.00) (after which point the Seller shall have no obligation to indemnify the Buyer Indemnitees from and against any further such Adverse Consequences).
Representations and Warranties - General. 6.1 The Company represents and warrants to each of the Underwriters, as of the date hereof (it being understood that any certificate signed by any director or officer of the Company and delivered to the Underwriters or counsel to the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company to each of the Underwriters as to matters covered thereby), and acknowledges that each of the Underwriters is relying upon such representations and warranties, that:
Representations and Warranties - General. 6.1 The REIT represents and warrants to the Underwriters, and acknowledges that each Underwriter is relying upon such representations and warranties, that:
(a) the REIT is a limited partnership validly existing under the Laws of the Province of Ontario, and through the board of directors of the GP it has all requisite power and authority to carry on its business or activities and to indirectly own or lease its properties, assets and related business and operations, and to execute, deliver and carry out its obligations hereunder and under the other Material Contracts to which it is a party, as applicable;
(b) each of the REIT Entities (other than the REIT) is a corporation, partnership or limited liability company incorporated or created and existing and is validly subsisting under the Laws of its jurisdiction of incorporation, and each such REIT Entity has the corporate or equivalent power and authority to carry on its business or activities and to own or lease its assets and to execute, deliver and carry out its obligations under the Material Contracts to which it is a party, as applicable;
(c) other than disclosed in the Preliminary Prospectus and the Prospectus, the REIT is the owner of all of the outstanding securities of the U.S. REIT and the indirect owner of all of the outstanding securities of Lodging Properties, Lodging Enterprises, AHIP Properties, AHIP Enterprises, IML Properties LLC and IML Enterprises LLC;
(d) AHIP Properties is the owner of all of the outstanding securities of the Acquisition LLCs and the direct or indirect owner of all of the outstanding securities of the Acquisition LPs;
(e) AHIP Enterprises is the owner of all of the outstanding securities of the Acquisition Enterprises LLCs;
(f) the ownership structure of the REIT Entities is as set out in the Preliminary Prospectus and the Prospectus and, except as disclosed in the Preliminary Prospectus and the Prospectus, all securities of the REIT Entities held by the REIT or any other REIT Entity are held free and clear of all liens, charges, encumbrances and any other rights of others with the exception that U.S. REIT has granted a security interest to INTRUST Bank, N.A. of its (i) sole membership interests in each of Lodging Properties and Lodging Enterprises, pursuant to a pledge agreement dated December 5, 2014; (ii) sole membership interests in each of Lodging Properties and Lodging Enterprises, pursuant to a pledge and security agreement dated December 5, 2016;
(g) other than a...
Representations and Warranties - General. 6.1 The REIT represents and warrants to the Underwriters, and acknowledges that each Underwriter is relying upon such representations and warranties, that:
Representations and Warranties - General. Each of the Parties represents and warrants that the respective statements made by such Party in Sections 4, 5 and 6 are correct and complete as of the date of this Agreement, except as expressly limited by a particular representation or warranty or as set forth in the disclosure schedule accompanying this Agreement (the “Disclosure Schedule”). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable 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 (unless the representation or warranty has to do with the existence of the document or other item itself ) and, further, the disclosure of an item in one section of the Disclosure Schedule shall not be deemed a disclosure of such item in any other section of the Disclosure Schedule unless either referred to specifically in such other section or such cross reference can reasonably be inferred when taking into consideration the item being disclosed, the content of such disclosure and the representation and warranty to which such disclosure relates. The Disclosure Schedule will be arranged in sections (and paragraphs) corresponding to the numbered and lettered sections (and paragraphs) of this Agreement. Notwithstanding anything to the contrary contained herein, the disclosure of an exception by one Party shall mean that the disclosing Party has been relieved from its obligations described in Article 10 hereof with respect to such disclosure, unless the Parties specify otherwise in the Disclosure Schedule or in Article 10 hereof.
Representations and Warranties - General. Each Member represents and warrants to the other Member and the Company as follows:
Representations and Warranties - General. Each of the representations and warranties of or in respect of the Company contained in Article IV or elsewhere in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, except for representations and warranties which address matters only as of a particular date, which representations and warranties shall be true and correct as of such date, except for failures of representations and warranties to be true and correct as and as of the dates as aforesaid which are not Material. For the purpose of determining the truth and correctness of such representations and warranties, the Updated Company Disclosure Schedules, and any other update or modification to the Original Company Disclosure Schedules made or purported to have been made after the date of this Agreement, shall be disregarded.
Representations and Warranties - General. Each party acknowledges that its representations and warranties as set forth above will be relied upon by the other in entering into and performing under this Agreement. The representations and warranties contained in this Article shall survive the termination of this Agreement.
Representations and Warranties - General. Each of AMD Holding -------------------------------------- and AMD Saxonia hereby represents and warrants to the other as follows:
