REPRESENTATIONS AND WARRANTIES OF PRIME Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PRIME. Prime represents and warrants to Seller that each of the following matters is true and correct in all respects as of the Closing (with the understanding that Seller is relying materially on such representations and warranties in entering into and performing this Agreement and each of the other contracts, documents, instruments or agreements to be entered into in connection with or as contemplated by this Agreement, all of which are collectively referred to as the "Transaction Documents"):

REPRESENTATIONS AND WARRANTIES OF PRIME. Prime represents and warrants to Summit as follows (where an item required to be disclosed on a Prime Schedule is required to be disclosed on one or more additional Prime Schedules, or where a copy of an item required to be attached to a Prime Schedule is required to be attached to one or more additional Prime Schedules, such disclosure or copy need not be provided on more than one Prime Schedule provided the Prime Schedules with respect to which the disclosure or copy is required but not provided contain a cross reference to the location of the required disclosure or copy in the Prime Schedules which is clear and unambiguous):

REPRESENTATIONS AND WARRANTIES OF PRIME. Prime and Prime Partnership represent and warrant to Horizon and Horizon Partnership as follows:

REPRESENTATIONS AND WARRANTIES OF PRIME. Prime hereby represents and warrants to ShoLodge and to the ShoLodge Subsidiaries, as follows:

REPRESENTATIONS AND WARRANTIES OF PRIME. Prime represents and warrants to the Partnership and the Managing General Partner the matters set forth in Exhibit H.

REPRESENTATIONS AND WARRANTIES OF PRIME. 37 3.1 ORGANIZATION, STANDING AND POWER OF PRIME . . . . . . . . . . 37 3.2

REPRESENTATIONS AND WARRANTIES OF PRIME. Prime represents and warrants to the Companies that the statements contained in this Article III are true and correct as of the date hereof and as of the Closing Date, except as set forth herein or in the disclosure schedule delivered by Prime to the Companies concurrently with the execution of this Agreement and dated as of the date of this Agreement (the “Prime Disclosure Schedule”). For purposes of this Agreement, “

REPRESENTATIONS AND WARRANTIES OF PRIME. Prime represents and warrants to Seller that each of the following matters is true and correct in all respects as of the Closing (with the understanding that Seller is relying materially on such representations and warranties in entering into and performing this Agreement): 2.1 Due Organization and Principal Executive Office. Prime is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted and as proposed to be conducted. Prime is controlled by Prime Medical Operating, Inc., a Delaware corporation ("PMOI"), and PMOI is a direct or indirect wholly owned subsidiary of PMSI. Prime's principal executive offices are located at 1301 Capital of Texas Highxxx, Xxxxxx, Xxxxx 00000.

REPRESENTATIONS AND WARRANTIES OF PRIME. In order to induce Xxxxxx to enter into this Agreement, Prime hereby represents and warrants to Xxxxxx that, on the date of this Agreement and on the Closing Date: (a) PGI is a corporation duly formed and validly existing and is in good standing under the laws of the State of Illinois and is duly qualified to do business and is in good standing under the laws of each state in which the failure to qualify to do business would have a material adverse affect on the ability of PGI to perform its obligations under this Agreement. (b) The execution and delivery of this Agreement by PGI and the performance by PGI of its obligations under this Agreement have been duly and validly authorized by all necessary corporate action of PGI. This Agreement has been duly executed and delivered by a duly authorized officer or agent of PGI and constitutes the legal, valid and binding obligations of PGI, enforceable against PGI in accordance with the terms hereof. (c) No consent, waiver, approval or authorization of, or notice to, any governmental unit or any other person is required to be made, obtained or given by PGI in connection with the execution and delivery by PGI of this Agreement, or in connection with the performance by PGI of its obligations under this Agreement, except to the extent any such consents, waivers, approvals and authorizations have been obtained prior to the date of this Agreement, or any such notices have been given prior to the date of this Agreement, as applicable. (d) None of the execution or delivery of the this Agreement by PGI or the performance by PGI of its obligations under this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with or constitute a default under any term or condition of (i) any organizational document (including, articles of incorporation and by-laws) of PGI or any material agreement to which PGI is a party or by which PGI is bound or which is applicable to any of the properties or assets of PGI, or (ii) any term or provision of any presently existing judgment, decree, order, statute, injunction, rule or regulation of any governmental unit applicable to PGI or any of the assets or properties of PGI. (e) Neither PGI nor any subsidiary or affiliate of PGI has relied upon or engaged any real estate broker or other finder in connection with, or to assist PGI in entering into or consummating, the transactions contemplated by this Agreement. PGI shall indemnify, defend and hold h...

REPRESENTATIONS AND WARRANTIES OF PRIME. Prime represents and warrants to Wellx Xxxgo as follows: