Common use of REPRESENTATIONS AND WARRANTIES OF GENESIS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants, as of the Effective Date and the Closing Date as follows: (a) Genesis is duly organized, validly existing and in good standing in the state of its formation and in the State. (b) Genesis is duly organized, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania; the execution, delivery and performance by Genesis of this Agreement and the transactions contemplated herein have been duly authorized by all necessary actions and do not contravene or constitute a default or require the further consent of any person under any provision of applicable law or regulation or of the organization documents of Genesis, or of any agreement, judgment, injunction, order, decree or other instrument binding upon Genesis or to which any of its properties are subject; the execution, delivery and performance by Genesis of this Agreement and the other agreements executed or to be executed by Genesis in connection with the transactions contemplated by this Agreement (the "Transaction Documents") require no action by or in respect of, or filing with, any governmental body, agency or official, and no third?party consents are required to consummate this transaction; this Agreement has been duly executed by, and constitutes a valid and binding agreement of Genesis enforceable in accordance with its terms (except as the same may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditor's rights generally), subject to Genesis' receipt of the consents set forth in Exhibit 4.6 below. With respect to such consents as are set forth on Exhibit 4.6, Genesis covenants to use commercially reasonable best efforts to pursue and to obtain such consent to the terms and provisions of this Agreement on a timely basis as contemplated herein. (c) This Agreement is valid and binding upon Genesis and enforceable against Genesis in accordance with its terms.

REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants, as of the Effective Date and the Closing Date as follows: (a) Genesis is duly organized, validly existing and in good standing in the state of its formation and in the State. (b) Genesis is duly organized, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania; the execution, delivery and performance by Genesis of this Agreement and the transactions contemplated herein have been duly authorized by all necessary actions and do not contravene or constitute a default or require the further consent of any person under any provision of applicable law or regulation or of the organization documents of Genesis, or of any agreement, judgment, injunction, order, decree or other instrument binding upon Genesis or to which any of its properties are subject; the execution, delivery and performance by Genesis of this Agreement and the other agreements executed or to be executed by Genesis in connection with the transactions contemplated by this Agreement (the "Transaction Documents") require no action by or in respect of, or filing with, any governmental body, agency or official, and no third?party third-party consents are required to consummate this transaction; this Agreement has been duly executed by, and constitutes a valid and binding agreement of Genesis enforceable in accordance with its terms (except as the same may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditor's rights generally), subject to Genesis' receipt of the consents set forth in Exhibit 4.6 below. With respect to such consents as are set forth on Exhibit 4.6, Genesis covenants to use commercially reasonable best efforts to pursue and to obtain such consent to the terms and provisions of this Agreement on a timely basis as contemplated herein. (c) This Agreement is valid and binding upon Genesis and enforceable against Genesis in accordance with its terms.

REPRESENTATIONS AND WARRANTIES OF GENESIS. Genesis hereby represents and warrants, as of the Effective Date and the Closing Date as follows: (a) Genesis is duly organized, validly existing and in good standing in the state of its formation and in the State. (b) Genesis is duly organized, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania; the execution, delivery and performance by Genesis of this Agreement and the transactions contemplated herein have been duly authorized by all necessary actions and do not contravene or constitute a default or require the further consent of any person under any provision of applicable law or regulation or of the organization documents of Genesis, or of any agreement, judgment, injunction, order, decree or other instrument binding upon Genesis or to which any of its properties Facilities are subject; the execution, delivery and performance by Genesis of this Agreement and the other agreements executed or to be executed by Genesis in connection with the transactions contemplated by this Agreement (the "Transaction Documents") require no action by or in respect of, or filing with, any governmental body, agency or official, and no third?party third-party consents are required to consummate this transaction; this Agreement has been duly executed by, and constitutes a valid and binding agreement of Genesis enforceable in accordance with its terms (except as the same may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditor's rights generally), subject to Genesis' receipt of the consents set forth in Exhibit 4.6 below. With respect to such consents as are set forth on Exhibit 4.6, Genesis covenants to use commercially reasonable best efforts to pursue and to obtain such consent to the terms and provisions of this Agreement on a timely basis as contemplated herein. (c) This Agreement is valid and binding upon Genesis and enforceable against Genesis in accordance with its terms. (d) All of the foregoing representations and warranties shall be true at the time of this Agreement, as of the Closing, and shall survive for a period of six (6) months following the Closing.