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. 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. 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 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. Patriot hereby ----------------------------------------- represents and warrants to WHG and PAHOC as follows:
(a) Patriot has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Patriot has been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Patriot is necessary to authorize this Agreement or to consummate the transactions hereunder. This Agreement has been duly and validly executed and delivered by Patriot and, assuming the due authorization, execution and delivery hereof by WHG, constitutes the legal, valid and binding obligation of Patriot, enforceable against it in accordance with its terms.
(b) The Issuable Shares, when issued, sold and delivered in accordance with this Agreement, will be validly issued, outstanding, fully paid and nonassessable, and free and clear of any and all liens, pledges, encumbrances, charges or claims created by Patriot, and not subject to preemptive or any other similar rights.
(c) The execution and delivery of this Agreement by Patriot does not, and the performance of its obligations hereunder and the consummation of the subscription by it will not, (A) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of Patriot or any of its subsidiaries, (B) subject to the making of the filings and obtaining the approvals identified herein or in the Merger Agreement, conflict with or violate any Laws applicable to Patriot or any of its subsidiaries or by which any property or asset of Patriot or any of its subsidiaries is bound or affected, or (C) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss or modification in a manner materially adverse to Patriot or its subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Patriot or any of its subsidiaries pursuant to, any contract to which Patriot or any of its subsidiaries is a party or by which Patriot or any of its subsidiaries or any property or asset of Patriot or any subsidiary is bound or affected, except, in the case ...
