Common use of Representations and Warranties of Facility Clause in Contracts

Representations and Warranties of Facility. Facility, by virtue of its execution and delivery of this Agreement, represents and warrants as follows: a) Facility is a duly organized and validly existing legal entity in good standing under the laws of its jurisdiction of organization. b) Facility has all requisite corporate power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Facility have been duly and validly authorized by all action necessary under its organizational documents and applicable corporate law. This Agreement has been duly and validly executed and delivered by Facility and (assuming the due authorization, execution and delivery of this Agreement by United) constitutes a valid and binding obligation of Facility, enforceable against Facility in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. c) The execution, delivery and performance of this Agreement by Facility do not and will not violate or conflict with (i) the organizational documents of Facility, (ii) any material agreement or instrument to which Facility is a party or by which Facility or any material part of its property is bound, or (iii) applicable law. d) Facility has obtained and holds all registrations, permits, licenses, and other approvals and consents, and has made all filings, that it is required to obtain from or make with all governmental entities under applicable law in order to conduct its business as presently conducted and to enter into and perform its obligations under this Agreement. e) Facility has been given an opportunity to review the Protocols and Payment Policies and acknowledges that it is bound by the Protocols and that claims under this Agreement will be paid in accordance with the Payment Policies. f) Each submission of a claim by Facility pursuant to this Agreement shall be deemed to constitute the representation and warranty by it to United that (i) the representations and UnitedHealthcare Facility Agreement Confidential and Proprietary UHC/FPA[ANC][State][Nat’l].08.07 0507 * Confidential Treatment Requested by Celera Corporation* warranties of it set forth in this section 2.1 and elsewhere in this Agreement are true and correct as of the date the claim is submitted, (ii) it has complied with the requirements of this Agreement with respect to the Covered Services involved and the submission of such claim, (iii) the charge amount set forth on the claim is the Customary Charge and (iv) the claim is a valid claim.

Representations and Warranties of Facility. Facility, by virtue of its execution and delivery of this Agreement, represents and warrants as follows: ai) Facility is a duly organized and validly existing legal entity in good standing under the laws of its jurisdiction of organization. bii) Facility has all requisite corporate power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Facility have been duly and validly authorized by all action necessary under its organizational documents and applicable corporate law. This Agreement has been duly and validly executed and delivered by Facility and (assuming the due authorization, execution and delivery of this Agreement by United) constitutes a valid and binding obligation of Facility, enforceable against Facility in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally. ciii) The execution, delivery and performance of this Agreement by Facility do not and will not violate or conflict with (ia) the organizational documents of Facility, (iib) any material agreement or instrument to which Facility is a party or by which Facility or any material part of its property is bound, or (iiic) applicable law. div) Facility has obtained and holds all registrations, permits, licenses, and other approvals and consents, and has made all filings, that it is required to obtain from or make with all governmental entities under applicable law in order to conduct its business as presently conducted and to enter into and perform its obligations under this Agreement. ev) Facility has been given an opportunity to review the Protocols and Payment Policies and acknowledges that it is bound by Policies. See the Additional Manuals Appendix for additional information regarding the Protocols and that claims under this Agreement will be paid Payment Policies applicable to Customers enrolled in accordance with the Payment Policiescertain Benefit Plans. fvi) Each submission of a claim by Facility pursuant to this Agreement shall be deemed to constitute constitutes the representation and warranty by it to United that (i) the representations and UnitedHealthcare Facility Agreement Confidential and Proprietary UHC/FPA[ANC][State][Nat’l].08.07 0507 * Confidential Treatment Requested by Celera Corporation* warranties of it set forth in this section 2.1 and elsewhere in this Agreement are true and correct as of the date the claim is submitted, (iia) it has complied with the requirements of this Agreement with respect to the Covered Services involved and the submission of such the claim, (iiib) the charge amount set forth on the claim is the Customary Charge and (ivc) the claim is a valid claim.

Representations and Warranties of Facility. Facility, by virtue of its execution and delivery of this Agreement, represents and warrants as follows: ai) Facility is a duly organized and validly existing legal entity in good standing under the laws of its jurisdiction of organization. bii) Facility has all requisite corporate power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Facility have been duly and validly authorized by all action necessary under its organizational documents and applicable corporate law. This Agreement has been duly and validly executed and delivered by Facility and (assuming the due authorization, execution and delivery of this Agreement by United) constitutes a valid and binding obligation of Facility, enforceable against Facility in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally. ciii) The execution, delivery and performance of this Agreement by Facility do not and will not violate or conflict with (ia) the organizational documents of Facility, (iib) any material agreement or instrument to which Facility is a party or by which Facility or any material part of its property is bound, or (iiic) applicable law. div) Facility has obtained and holds all registrations, permits, licenses, and other approvals and consents, and has made all filings, that it is required to obtain from or make with all governmental entities under applicable law in order to conduct its business as presently conducted and to enter into and perform its obligations under this Agreement. ev) Facility has been given an opportunity to review the Protocols and Payment Policies and acknowledges that it is bound by Policies. See the Administrative Manuals Appendix for additional information regarding the Protocols and that claims under this Agreement will be paid in accordance with the Payment PoliciesPolicies applicable to Customers. fvi) Each submission of a claim by Facility pursuant to this Agreement shall be deemed to constitute constitutes the representation and warranty by it to United that (i) the representations and UnitedHealthcare Facility Agreement Confidential and Proprietary UHC/FPA[ANC][State][Nat’l].08.07 0507 * Confidential Treatment Requested by Celera Corporation* warranties of it set forth in this section 2.1 and elsewhere in this Agreement are true and correct as of the date the claim is submitted, (iia) it has complied with the requirements of this Agreement with respect to the Covered Services involved and the submission of such the claim, (iiib) the charge amount set forth on the claim is the Customary Charge and (ivc) the claim is a valid claim.

Representations and Warranties of Facility. Facility, by virtue of its execution and delivery of this Agreement, represents and warrants as follows: ai) Facility is a duly organized and validly existing legal entity in good standing under the laws of its jurisdiction of organization. bii) Facility has all requisite corporate power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Facility have been duly and validly authorized by all action necessary under its organizational documents and applicable corporate law. This Agreement has been duly and validly executed and delivered by Facility and (assuming the due authorization, execution and delivery of this Agreement by United) constitutes a valid and binding obligation of Facility, enforceable against Facility in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally. ciii) The execution, delivery and performance of this Agreement by Facility do not and will not violate or conflict with (ia) the organizational documents of Facility, (iib) any material agreement or instrument to which Facility is a party or by which Facility or any material part of its property is bound, or (iiic) applicable law. div) Facility has obtained and holds all registrations, permits, licenses, and other approvals and consents, and has made all filings, that it is required to obtain from or make with all governmental entities under applicable law in order to conduct its business as presently conducted and to enter into and perform its obligations under this Agreement. ev) Facility has been given an opportunity to review the Protocols and Payment Policies and acknowledges that it is bound by Policies. See the Additional Manuals Appendix for additional information regarding the Protocols and that claims under this Agreement will be paid Payment Policies applicable to Customers enrolled in accordance with the Payment Policiescertain Benefit Plans. fvi) Each submission of a claim by Facility pursuant to this Agreement shall be deemed to constitute the representation and warranty by it to United that (ia) the representations and UnitedHealthcare Facility Agreement Confidential and Proprietary UHC/FPA[ANC][State][Nat’l].08.07 0507 * Confidential Treatment Requested by Celera Corporation* warranties of it set forth in this section 2.1 and elsewhere in this Agreement are true and correct as of the date the claim is submitted, (iib) it has complied with the requirements of this Agreement with respect to the Covered Services involved and the submission of such claim, (iii) the charge amount set forth on the claim is the Customary Charge and (iv) the claim is a valid claim.,

Representations and Warranties of Facility. Facility, by virtue of its execution and delivery of this Agreement, represents and warrants as follows: a) Facility is a duly organized and validly existing legal entity in good standing under the laws of its jurisdiction of organization. b) Facility has all requisite corporate power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Facility have been duly and validly authorized by all action necessary under its organizational documents and applicable corporate law. This Agreement has been duly and validly executed and delivered by Facility and (assuming the due authorization, execution and delivery of this Agreement by United) constitutes a valid and binding obligation of Facility, enforceable against Facility in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. c) The execution, delivery and performance of this Agreement by Facility do not and will not violate or conflict with (i) the organizational documents of Facility, (ii) any material agreement or instrument to which Facility is a party or by which Facility or any material part of its property is bound, or (iii) applicable law. d) Facility has obtained and holds all registrations, permits, licenses, and other approvals and consents, and has made all filings, that it is required to obtain from or make with all governmental entities under applicable law in order to conduct its business as presently conducted and to enter into and perform its obligations under this Agreement. e) Facility has been given an opportunity to review the Protocols and Payment Policies and acknowledges that it is bound by the Protocols and that claims under this Agreement will be paid in accordance with the Payment Policies. f) Each submission of a claim by Facility pursuant to this Agreement shall be deemed to constitute the representation and warranty by it to United that (i) the representations and UnitedHealthcare Facility Agreement Confidential and Proprietary UHC/FPA[ANC][State][Nat’l].08.07 0507 * Confidential Treatment Requested by Celera Corporation* [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. warranties of it set forth in this section 2.1 and elsewhere in this Agreement are true and correct as of the date the claim is submitted, (ii) it has complied with the requirements of this Agreement with respect to the Covered Services involved and the submission of such claim, (iii) the charge amount set forth on the claim is the Customary Charge and (iv) the claim is a valid claim.

Representations and Warranties of Facility. Facility, by virtue of its execution and delivery of this Agreement, represents and warrants as follows: ai) Facility is a duly organized and validly existing legal entity in good standing under the laws of its jurisdiction of organization. bii) Facility has all requisite corporate power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Facility have been duly and validly authorized by all action necessary under its organizational documents and applicable corporate law. This Agreement has been duly and validly executed and delivered by Facility and (assuming the due authorization, execution and delivery of this Agreement by United) constitutes a valid and binding obligation of Facility, enforceable against Facility in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally. ciii) The execution, delivery and performance of this Agreement by Facility do not and will not violate or conflict with (ia) the organizational documents of Facility, (iib) any material agreement or instrument to which Facility is a party or by which Facility or any material part of its property is bound, or (iiic) applicable law. Facility has the unqualified authority to bind, and does bind, itself and Facility Professionals to all of the terms and conditions of this Agreement, including any Appendices, Attachments and Exhibits, as applicable. div) Facility has obtained and holds all registrations, permits, licenses, and other approvals and consents, and has made all filings, that it is required to obtain from or make with all governmental entities under applicable law in order to conduct its business as presently conducted and to enter into and perform its obligations under this Agreement. ev) Facility has been given an opportunity to review the Protocols and Payment Policies and acknowledges that it is bound by Policies. See the Additional Manuals Appendix for additional information regarding the Protocols and that claims under this Agreement will be paid Payment Policies applicable to Customers enrolled in accordance with the Payment Policiescertain Benefit Plans. fvi) Each submission of a claim by Facility pursuant to this Agreement shall will be deemed to constitute the representation and warranty by it Facility to United that (ia) the representations and UnitedHealthcare Facility Agreement Confidential and Proprietary UHC/FPA[ANC][State][Nat’l].08.07 0507 * Confidential Treatment Requested by Celera Corporation* warranties of it Facility set forth in this section 2.1 and elsewhere in this Agreement are true and correct as of the date the claim is submitted, (iib) it Facility has complied with the requirements of this Agreement with respect to the Covered Services involved and the submission of such the claim, (iiic) the charge amount set forth on the claim is the Customary Charge and (ivd) the claim is a valid claim.

Representations and Warranties of Facility. Facility, by virtue of its execution and delivery of this Agreement, represents and warrants as follows: ai) Facility is a duly organized and validly existing legal entity in good standing under the laws of its jurisdiction of organization. bii) Facility has all requisite corporate power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Facility have been duly and validly authorized by all action necessary under its organizational documents and applicable corporate law. This Agreement has been duly and validly executed and delivered by Facility and (assuming the due authorization, execution and delivery of this Agreement by United) constitutes a valid and binding obligation of Facility, enforceable against Facility in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally. ciii) The execution, delivery and performance of this Agreement by Facility do not and will not violate or conflict with (ia) the organizational documents of Facility, (iib) any material agreement or instrument to which Facility is a party or by which Facility or any material part of its property is bound, or (iiic) applicable law. div) Facility has obtained and holds all registrations, permits, licenses, and other approvals and consents, and has made all filings, that it is required to obtain from or make with all governmental entities under applicable law in order to conduct its business as presently conducted and to enter into and perform its obligations under this Agreement. ev) Facility has been given an opportunity to review the Protocols and Payment Policies and acknowledges that it is bound by Policies. See the Additional Manuals Appendix for additional information regarding the Protocols and that claims under this Agreement will be paid Payment Policies applicable to Customers enrolled in accordance with the Payment Policiescertain Benefit Plans. fvi) Each submission of a claim by Facility pursuant to this Agreement shall will be deemed to constitute the representation and warranty by it Facility to United that (ia) the representations and UnitedHealthcare Facility Agreement Confidential and Proprietary UHC/FPA[ANC][State][Nat’l].08.07 0507 * Confidential Treatment Requested by Celera Corporation* warranties of it Facility set forth in this section 2.1 and elsewhere in this Agreement are true and correct as of the date the claim is submitted, (iib) it Facility has complied with the requirements of this Agreement with respect to the Covered Services involved and the submission of such the claim, (iiic) the charge amount set forth on the claim is the Customary Charge and (ivd) the claim is a valid claim.