Common use of REPRESENTATIONS AND WARRANTIES OF PREMIER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PREMIER. (a) Premier represents that it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, without the consent, waiver, approval or authorization of, or filing with, any other Person or under any applicable law, and has taken all actions necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement. (b) Premier represents that this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Premier enforceable in accordance with the terms hereof (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles). (c) Premier represents that neither the execution and delivery of this Agreement by Premier nor the consummation of the transactions contemplated herein (i) conflicts with or results in a breach of any of the terms, conditions or provisions of the organizational documents of Premier or any agreement or instrument to which Premier is a party or by which the material assets of Premier are bound or (ii) constitutes a default under any of the foregoing, or violates any law or regulation, except to the extent that any conflict, breach or default under this subsection (c) would not prevent or materially hinder the performance of the actions contemplated by this Agreement. (d) Premier represents that there are no actions, suits or proceedings pending or, to the knowledge of Premier, threatened against or affecting Premier or assets of Premier in any court or before or by any Governmental Authority which, if adversely determined, would impair the ability of Premier to perform Premier’s obligations under this Agreement. (e) Premier represents that its performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or Governmental Authority to which Premier is subject. (f) All Optioned Equity Interests and Additional Class A Common Units acquired by Premier will be acquired solely for Premier’s own account for investment purposes only and not with a present view toward the distribution thereof or with any present intention of distributing or reselling any such Optioned Equity Interests or Additional Class A Common Units in violation of the Securities Act or any state securities laws. Irrespective of any other provisions of this Agreement, any sale of any of the Optioned Equity Interests or Additional Class A Common Units acquired by Premier will be made only in compliance with all applicable federal and state securities laws, including the Securities Act. (g) Premier is aware of the need to conduct its own investigation of the Optioned Equity Interests and Additional Class A Common Units and has had the opportunity to ask questions and receive answers concerning the Optioned Equity Interests and Additional Class A Common Units acquired by Premier. Premier has had full access to such information and materials concerning Premier LP and its subsidiaries as Premier has requested. Sellers have answered all inquiries that Premier has made to Sellers relating to Premier LP and its subsidiaries or the Optioned Equity Interests and Additional Class A Common Units. (h) Premier is able to fend for itself in the transactions contemplated by this Agreement and has such knowledge and experience in financial and business matters such that Premier is capable of evaluating the merits and risks of an investment in the Optioned Equity Interests and Additional Class A Common Units and of making an informed investment decision with respect thereto, or has consulted with advisors who possess such knowledge and experience. (i) Premier is able to bear the economic risk of its investment in the Optioned Equity Interests and Additional Class A Common Units for an indefinite period of time. Premier understands that the Optioned Equity Interests and Additional Class A Common Units have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or unless an exemption from such registration is available. (j) Sellers are relying upon the truth and accuracy of the representations, warranties and acknowledgements of Premier and Premier agrees that if any of the representations, warranties and acknowledgements deemed to have been made by Premier by its execution of this Agreement are no longer accurate, it shall promptly notify Sellers. Premier consents to such reliance.

REPRESENTATIONS AND WARRANTIES OF PREMIER. (a) Premier represents and warrants to each Purchaser that (i) it is a corporation duly incorporated or organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, without the consent, waiver, approval or authorization of, or filing with, any other Person or under any applicable law, and has taken all actions necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement. ; (bii) Premier represents that this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Premier Premier, enforceable against it in accordance with the its terms hereof (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles). ; (ciii) Premier represents that neither the execution and delivery of this Agreement by Premier nor the consummation of the transactions contemplated herein (i) hereby conflicts with or results in a breach of any of the terms, conditions or provisions of the organizational documents of Premier or Premier, any agreement or instrument to which Premier is a party or by which the material assets of Premier are bound bound, or (ii) constitutes a default under any of the foregoing, or violates any law or regulation, except to the extent that any conflict, breach or default under this subsection ; (civ) would not prevent or materially hinder the performance of the actions contemplated by this Agreement. (d) Premier represents that there are no actions, suits or proceedings pending pending, or, to the knowledge of Premier, threatened against or affecting Premier or Premier’s assets of Premier in any court or before or by any Governmental Authority which, if adversely determined, would impair the ability of Premier to perform Premier’s its obligations under this Agreement. ; and (ev) Premier represents that its the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or Governmental Authority to which Premier is subject. (fb) All Optioned Equity Interests Premier (i) is solvent with assets of a value that exceeds the amounts of its liabilities, (ii) is able to meet its debts as they mature, and Additional Class A Common Units acquired by Premier will be acquired solely for Premier’s own account for investment purposes only and not with a present view toward (iii) in its reasonable opinion, has adequate capital to conduct the distribution thereof or with any present intention of distributing or reselling any such Optioned Equity Interests or Additional Class A Common Units businesses in violation of the Securities Act or any state securities laws. Irrespective of any other provisions of this Agreement, any sale of any of the Optioned Equity Interests or Additional Class A Common Units acquired by Premier will be made only in compliance with all applicable federal and state securities laws, including the Securities Actwhich it is engaged. (gc) Premier is aware of has good, valid and marketable title to the need to conduct its own investigation of the Optioned Equity Interests and Additional Class A Common Units Purchased Shares and has had the opportunity power and authority to ask questions issue and receive answers concerning the Optioned Equity Interests sell to each Purchaser such Purchased Shares, free and Additional Class A Common Units acquired by Premier. Premier has had full access clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to such information and materials concerning Premier LP and its subsidiaries as Premier has requested. Sellers have answered all inquiries that Premier has made to Sellers relating to Premier LP and its subsidiaries or the Optioned Equity Interests and Additional Class A Common Unitsthis Agreement. (hd) Premier is able to fend for itself in the transactions contemplated by this Agreement and has such knowledge and experience in financial and business matters such represents that Premier is capable of evaluating the merits and risks of an investment in the Optioned Equity Interests and Additional Class A Common Units and of making an informed investment decision with respect thereto, or has consulted with advisors who possess such knowledge and experience. (i) the Purchased Shares have been duly authorized and validly issued by Premier is able to bear the economic risk of its investment in the Optioned Equity Interests and Additional Class A Common Units for an indefinite period of time. Premier understands that the Optioned Equity Interests and Additional Class A Common Units have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or unless an exemption from such registration is available. (jii) Sellers are relying upon the truth and accuracy of the representations, warranties and acknowledgements no stockholder of Premier and Premier agrees that if has any of the representations, warranties and acknowledgements deemed preemptive or other subscription right to have been made by Premier by its execution of this Agreement are no longer accurate, it shall promptly notify Sellers. Premier consents to such relianceacquire any stock in Premier.