REPRESENTATIONS AND WARRANTIES OF BUYER AND VANGUARD. Except as disclosed in the Schedules, each of Buyer and Vanguard make the following representations and warranties to Seller on and as of the Effective Date and shall be deemed to make them again at and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF BUYER AND VANGUARD. Buyer and Vanguard make the following representations and warranties to Sellers and the Foundation on and as of the Effective Date and shall be deemed to make them again at and as of the Closing Date. Buyer and Vanguard represent and warrant to Sellers and the Foundation as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND VANGUARD. 37 4.1 Organization 37 4.2 Corporate Powers; Consents; Absence of Conflict, Etc 38 4.3 Binding Agreement 38 4.4 Brokers and Finders 38 4.5 Compliance with Government Programs 38 4.6 Litigation and Proceedings 38 4.7 Bankruptcy 39 4.8 Availability of Funds 39 4.9 Vanguard’s Securities Filing and Financial Statements 39 4.10 Due Diligence 39 4.11 Principal Credit Agreement 40 4.12 Full Disclosure 40 ARTICLE 5 COVENANTS AND AGREEMENTS OF SELLER 40 5.1 Operations 40 5.2 Negative Covenants 41 5.3 Buyer Access to and Provision of Additional Information 42 5.4 Insurance Ratings 44 5.5 Consent of Others 44 5.6 Seller’s Efforts to Close 44 5.7 Employee Terminations 44 5.8 Seller Termination of 403(b) Plan 44 5.9 Reportable Events 45 5.10 No Shop 45 5.11 Survival of Covenants 45 5.12 Premier 45 5.13 Xxxxxx Professional Office Building 45 5.14 Severance, Vacation and CTO Policies 46
