REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Parent and Acquisition Corp. represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Parent and Acquisition Corp. represent and warrant to the Company as follows. Notwithstanding anything to the contrary contained herein, disclosure of items in the Parent SEC Documents (as defined below) shall be deemed to be disclosure of such items for all purposes under this Agreement, including, without limitation, for all applicable representations and warranties of Parent and Acquisition Corp.:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Parent and Acquisition Corp. jointly and severally represent and warrant to the Company, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Each of Parent and Acquisition Corp. hereby represents and warrants to the Principal Shareholders that each of Parent and Acquisition Corp. has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and otherwise to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and Acquisition Corp. and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Acquisition Corp. This Agreement has been duly executed and delivered by Parent and Acquisition Corp. and, assuming this Agreement constitutes a valid and binding obligation of each Principal Shareholder, constitutes a valid and binding obligation of Parent and Acquisition Corp. enforceable in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Parent and Acquisition Corp. represent and warrant to the Company as of the date hereof and the Effective Time that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Each of Parent and Acquisition Corp. hereby represents and warrants to the Principal Shareholders that each of Parent and Acquisition Corp. has all requisite power and authority to execute and deliver this Agreement, to perform all of its obligations hereunder and otherwise to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by each of Parent and Acquisition Corp. This Agreement has been duly executed and delivered by each of Parent and Acquisition Corp. and, assuming this Agreement constitutes a valid and binding obligation of each Principal Shareholder, constitutes a valid and binding obligation of each of Parent and Acquisition Corp. enforceable against it in accordance with its terms. Other than in connection with or in compliance with the provisions of the Exchange Act or the HSR Act or the Healthcare Laws, neither the execution, delivery or performance of this Agreement by either Parent or Acquisition Corp., nor the consummation by either of them of the transactions contemplated hereby will (i) require any filing with, or permit, authorization, consent or approval of, any Governmental Authority, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default under, or give rise to any right of termination, amendment, cancellation or acceleration under, result in the creation of any material Lien upon a material portion of the properties or assets of Parent or Acquisition Corp., or (iii) violate, in any material respect, any Order or any Law applicable to either the Parent or Acquisition Corp. or any of their respective properties or assets.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Except as otherwise set forth in the Parent SEC Documents or in the Parent Disclosure Schedule to be delivered by Parent and Acquisition Corp. to the Company concurrently with the execution of the Agreement, Parent and Acquisition Corp., jointly and severally, represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. 16 Section 5.1 Organization 16 Section 5.2 Authorization; Validity of Agreement 16
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. 21 Section 5.1 21 Section 5.2 21 Section 5.3 21 Section 5.4 22 Section 5.5 22 Section 5.6 22 Section 5.7 22 Section 5.8 18 Section 5.9 23 Section 5.10 23 Section 5.11 24 Section 5.12 24 Section 5.13 24 Section 5.14 24 Section 5.15 25 Section 5.16 25 Section 5.17 26 Section 5.18 26 Section 5.19 27 Section 5.20 27 Section 5.21 27 Section 5.22 28 Section 5.23 28 Section 5.24 28 Section 5.25 29 Section 5.26 29 Section 5.27 29
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. 17 Section 5.1 Organization 17 Section 5.2 Authorization; Validity of Agreement 17 Section 5.3 Consents and Approvals; No Violations 18 Section 5.4 Litigation 18 Section 5.5 No Default; Compliance with Applicable Laws 18 Section 5.6 Broker’s and Finder’s Fees; Broker/Dealer Ownership 19 Section 5.7 Capitalization of Parent 19 Section 5.8 Acquisition Corp. 19 Section 5.9 Validity of Shares 19 Section 5.10 SEC Reporting and Compliance 19 Section 5.11 Financial Statements 20 Section 5.12 No General Solicitation 20 Section 5.13 Absence of Undisclosed Liabilities 20 Section 5.14 Changes 21 Section 5.15 Tax Returns and Audits 22 Section 5.16 Employee Benefit Plans; ERISA 23 Section 5.17 Interested Party Transactions 23 Section 5.18 Questionable Payments 23 Section 5.19 Obligations to or by Stockholders 23 Section 5.20 Schedule of Assets and Contracts 24 Section 5.21 Environmental Matters 25 Section 5.22 Employees 25 Section 5.23 Title to Property and Encumbrances 25 Section 5.24 Condition of Properties 25 Section 5.25 Insurance Coverage 25 Section 5.26 Disclosure 25 Section 5.27 No Liabilities 25
