REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. The Purchaser Parties hereby, jointly and severally, represent and warrant to the Company that, each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date):
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. Each Purchaser Party hereby represents and warrants to Sellers as of the date of this Agreement that:
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. Predecessor hereby, on the date hereof and each of the other Purchaser Parties when formed, jointly and severally, represent and warrant to the Company that, except as set forth: (a) in the Purchaser Parties SEC Documents, or (b) the disclosure schedules delivered by the Purchaser Parties to the Company on the date hereof (the “Purchaser Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, each of the following representing representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date). The Parties hereto agree that any reference to a particular schedule shall be deemed to be an exception to the representations and warranties of the relevant part(ies) that are contained in the corresponding section of this Agreement only; provided that where it is or should be readily apparent to the Shareholder and the Company on the face of a disclosure under a particular schedule and in light of the context that such disclosure is, or may be reasonably determined to be, relevant to the matters described under any other sections of this Agreement or of the Purchaser Disclosure Schedules, such disclosure shall also be deemed to be relevant to such other section(s) and an exception to the representations and warranties of the relevant part(ies) that are contained in such corresponding section(s) of this Agreement.
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. Each Purchaser Party represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. Each of the representations and warranties of the Purchaser Parties contained herein shall be true and correct in all material respects (except in the case of any such representation or warranty containing a materiality qualification, in which case such representation or warranty shall be true and correct in all respects) on and as of the Effective Date (unless the inaccuracy or inaccuracies as of the Effective Date which would otherwise result in a failure of this condition have been cured as of the Closing) and as of the Closing Date and, for this purpose, where there is an express or implied reference in Article V to the "Effective Date", that reference is to be construed as a reference to the "Closing Date" except for those representations and warranties of the Purchaser Parties that speak only as of a certain date other than the Effective Date, which representations and warranties shall have been true and correct in all material respects as of such date (except in the case of any such representation or warranty containing a materiality qualification, in which case such representation or warranty shall have been true and correct in all respects, taking into account such qualification).
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. Except as set forth in (i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as amended, Quarterly Report on Form 10-Q for the periods ended March 31, 2019, June 30, 2019, September 30, 2019, any Current Report on Form 8-K that was filed from and after January 1, 2019, or any proxy statement that was filed from and after January 1, 2019, and in each case any amendment thereto, filed by Parent with the SEC on or after January 1, 2019 and prior to the date hereof (except in each case for the risk factors section and any forward looking statements contained in the Management’s Discussion & Analysis, which shall not modify the representations and warranties in this Section 3.2) (the “Covered Parent SEC Disclosure”), or (ii) the disclosure letter, dated the date hereof and delivered to Clearday in connection with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), Parent represents and warrants to Clearday as follows:
(a) Organization, Standing and Power of the Purchaser Parties. Each of the Purchaser Parties is duly formed, validly existing and in good standing under the Laws of their jurisdiction of incorporation and has all of the requisite corporate power, authority and all necessary government approvals or licenses to own, lease, operate its properties and to carry on its business as now being conducted. Each of the Purchaser Parties is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of the business it is conducting, or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitute a Parent Material Adverse Effect. Each of the Purchaser Parties (other than Parent) is wholly-owned by Parent. Purchaser has heretofore made available to Clearday complete and correct copies of the charter, bylaws or other organizational documents of each of the Purchaser Parties, each as amended to the date hereof and each as in full force and effect.
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. The Purchaser Parties hereby, jointly and severally, represent and warrant to, and covenants with the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. The Purchaser Parties hereby, jointly and severally, represent and warrant to the Company Group that, except as disclosed in the Parent SEC Documents (excluding (i) any disclosures in such Purchaser SEC Reports under the headings “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” or “Qualitative and Quantitative Disclosures about Market Risk” and other disclosures that are predictive, cautionary, or forward looking in nature and (ii) any exhibits or other documents appended thereto) and any disclosure in a particular schedule (as may be updated pursuant to Section 7.3, the “Parent Disclosure Schedule”), each of the following representations and warranties is true, correct and complete as of the Signing Date and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date). Any disclosure in the Parent Disclosure Schedule shall be deemed to be an exception to the representations and warranties contained in the corresponding section of this Article VI only; provided that where it is apparent on the face of a disclosure in a particular schedule that such disclosure is relevant to the representations and warranties contained other sections of this Article VI, such disclosure shall also be deemed to be a disclosure in such other sections. For the avoidance of doubt, unless the context otherwise requires, the below representations and warranties relate to the Parent on a consolidated basis with its Subsidiaries.
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. The Purchaser Parties hereby, jointly and severally, represent and warrant to the Company Group that, except as disclosed in the Parent SEC Documents, each of the following representing representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date). The parties hereto agree that any reference to numbered and lettered paragraphs and sub-paragraphs of this Article VI to which the particular schedule relates is for the sake of convenience only. However, each such disclosure (whether directly or by reference to any document or other source) shall be taken as referring to each and every paragraph of Article VI to which it can reasonably be expected to relate, and not only to the numbered and lettered paragraphs and sub-paragraphs to which it has been specified as relating to. For the avoidance of doubt, unless the context otherwise required, the below representations and warranties relate to the Company on a consolidated basis with its Subsidiaries. It is being acknowledged that the schedules to this Article VI shall be collectively attached hereto as Exhibit F.
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. 31
Section 5.1 Corporate Existence and Power 31 Section 5.2 Authorization 31 Section 5.3 Governmental Authorization 31 Section 5.4 Non-Contravention 31 Section 5.5 Finders’ Fees 32 Section 5.6 Issuance of Shares 32 Section 5.7 Capitalization 32 Section 5.8 Information Supplied 33 Section 5.9 Trust Account 33 Section 5.10 Listing 34 Section 5.11 Board Approval 34 Section 5.12 Purchaser SEC Documents and Financial Statements 34 Section 5.13 Litigation 35 Section 5.14 Compliance with Laws 35 Section 5.15 Compliance with Anti-Corruption & Sanctions Laws 35 Section 5.16 Not an Investment Company 36 Section 5.17 Tax Matters 36 Section 5.18 Contracts 36 Section 5.19 Business Activities 36 Section 5.20 Registration Statement and Proxy Statement. 37 Section 5.21 Backstop Investment. 37 Section 5.22 Exclusivity of Representations and Warranties 38 Section 5.23 No Outside Reliance 38 ARTICLE VI. COVENANTS OF COMPANY AND PURCHASER PARTIES 38 Section 6.1 Conduct of the Business 38 Section 6.2 Alternative Proposal and Alternative Transaction 41 Section 6.3 Access to Information 41 Section 6.4 Notices of Certain Events 42 Section 6.5 Proxy/Registration Statement and Requisite Approval 42 Section 6.6 Support of Transactions. 45 Section 6.7 Reasonable Best Efforts; Further Assurances 45 Section 6.8 Confidentiality 45 ARTICLE VII. COVENANTS OF THE COMPANY 46
Section 7.1 Reporting and Compliance with Laws 46 Section 7.2 PCAOB Financials 46 Section 7.3 No Claim Against the Trust Account. 46
