REPRESENTATIONS AND WARRANTIES OF PATRIOT. As an inducement to TPL to enter into this Agreement and to consummate the transactions contemplated herein, Patriot hereby represents and warrants to TPL that:
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Patriot hereby represents and warrants to Trident that, except (i) as set forth in the applicable section (or another section to the extent provided in Section 8.14) of the Patriot Disclosure Letter or (ii) to the extent disclosed or identified in any report, schedule, form or other document filed with, or furnished to, the SEC by Patriot and publicly available prior to the date of this Agreement and after January 1, 2010, to the extent that the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on its face (other than any forward-looking disclosures set forth in any risk factor section (except for any disclosure therein related to historical facts), any disclosures in any section relating to forward-looking statements and any other similar disclosures included therein to the extent that they are primarily cautionary in nature):
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Except as set forth in the disclosure letter delivered at or prior to the execution hereof to Wyndham, which shall refer to the relevant Sections of this Agreement (the "Patriot Disclosure Letter"), Patriot represents and warrants to Wyndham as follows:
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Patriot hereby represents and warrants to FLC that, except as set forth in the Patriot Disclosure Schedule delivered by Patriot to FLC on or prior to the date hereof:
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Patriot hereby represents and warrants to FLC that Patriot has full corporate power and authority to execute, deliver and perform this Stock Option Agreement and all corporate action necessary for execution, delivery and performance of this Stock Option Agreement has been duly taken by Patriot. This Stock Option Agreement constitutes a legal, valid and binding obligation of Patriot, enforceable against Patriot in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Except as disclosed in the disclosure schedule delivered by Patriot to Green concurrently herewith (the “Patriot Disclosure Schedule”); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Patriot Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Patriot that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect and (c) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, Patriot hereby represents and warrants to Green as follows:
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Patriot American Hospitality, Inc. hereby makes the following representations and warranties to Marriott and Interstate as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Except as set forth in the disclosure schedule delivered concurrently herewith to Cal Jockey and BMOC, which shall refer to the relevant Sections of this Agreement (the "Patriot Disclosure Schedule"), Patriot represents and --------------------------- warrants to Cal Jockey and BMOC as follows:
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Patriot hereby represents and warrants to Cape as follows:
(i) Exhibit A sets forth the total number of shares of capital stock of Cape which are beneficially owned by Patriot or any affiliate of Patriot (as such terms are defined in paragraphs 4(vi) and 4(ii) hereof, respectively, with each entity or individual included in the definition of Patriot referred to individually as a "Patriot Group Member").
(ii) Patriot has fully disclosed in Exhibit A the total number of shares of capital stock of Cape which it and each Patriot Group Member beneficially owns (and to the best of their knowledge, each affiliate of Patriot owns), and neither Patriot nor any Patriot Group Member has a right to vote any shares of the capital stock of Cape other than as disclosed in Exhibit A.
(iii) Patriot has full and complete authority to enter into this Agreement and to bind to the terms of this Agreement the entire number of shares of the capital stock of Cape in which it or any Patriot Group Member has a beneficial ownership interest and this Agreement constitutes a valid and binding agreement of Patriot.
(iv) Lynch hereby represents and warraxxx xhat he has the authority to bind Patriot to this Agreement and that by his signature below he binds himself and Patriot.
REPRESENTATIONS AND WARRANTIES OF PATRIOT. Due Organization, Good Standing and Corporate Power 20 Section 3.02 Authorization of Agreement 20 Section 3.03 Capitalization 21 Section 3.04 Consents and Approvals; No Violations 21 Section 3.05 Patriot SEC Filings; Financial Statements; Absence of Changes 22 Section 3.06 Information to be Supplied 23 Section 3.07 Voting Requirements; Approval; Board Approval 24 Section 3.08 Litigation 24 Section 3.09 Compliance with Laws; Permits 24 Section 3.10 Contracts 24 Section 3.11 Employees and Employee Benefits; Labor 25 Section 3.12 Title to Assets 27 Section 3.13 Environmental Matters 27 Section 3.14 Additional Asbestos Matters 28 Section 3.15 Taxes 28 Section 3.16 Intellectual Property Rights 29 Section 3.17 Insurance 29 Section 3.18 Broker’s or Finder’s Fee 29 Section 3.19 Opinion of Financial Advisors 29 Section 3.20 Real Property 29 Section 3.21 Takeover Statutes 30 Section 3.22 Rights Plan 30 Section 3.23 Unlawful Payments 30 Section 3.24 No Other Representations or Warranties 31 Section 4.01 Conduct of Fountain Business Pending the Closing 31 Section 4.02 Conduct of Patriot Pending the Closing 34 Section 5.01 Efforts to Close; Antitrust Clearance 37 Section 5.02 Public Announcements 39 Section 5.03 Interim Financial Information; Trident Balance Sheet; Financing 39 Section 5.04 Access 40 Section 5.05 Preparation of SEC Filings 41 Section 5.06 Shareholder Meetings 42 Section 5.07 No Solicitation by Patriot 42 Section 5.08 No Solicitation by Trident 45 Section 5.09 NYSE Listing 48 Section 5.10 Tax Matters 48 Section 5.11 Employee Benefit Matters 49 Section 5.12 Accounting Matters 50 Section 5.13 Confidentiality 50 Section 5.14 Section 16 Matters 50 Table of Contents Section 5.15 Defense of Litigation 51 Section 5.16 Advice of Changes 51 Section 5.17 Takeover Statutes 51 Section 5.18 Fountain Shareholder Approvals 51 Section 5.19 Separation Agreement 51 Section 5.20 Control of Other Party’s Business 52 Section 6.01 Joint Conditions 53 Section 6.02 Conditions to the Obligation of Patriot 54 Section 6.03 Conditions to the Obligation of Trident 54 Section 7.01 Termination or Abandonment 55
