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. The Purchaser Parties hereby, jointly and severally, represent and warrant to the Company Group and the Sellers that, except as disclosed in the Parent SEC Documents publicly available on XXXXX at least two (2) Business Days prior to the date of this Agreement (excluding any disclosures in any “risk factors” Section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature) (the foregoing, referred to as “Publicly Disclosed”), and except as disclosed in the Purchaser Parties Disclosure Schedules, 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). The parties hereto agree that any reference in a particular Section in the disclosure schedules delivered by the Purchaser Parties to the Company and the Sellers (the “Purchaser Parties Disclosure Schedules” and together with the Company Disclosure Schedules, the “Disclosure Schedules”) shall be deemed to be an exception to the representations and warranties of the Purchaser Parties that are contained in the corresponding Section of this Article VI; provided that where it is apparent on the face of a disclosure under a particular Section of any Schedule that such disclosure is, or may be reasonably determined to be, relevant to the matters described under any other Sections of this Agreement, such disclosure shall also be deemed to be relevant to such other Sections.
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. 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. Each Purchaser Party represents and warrants to the Company as follows:
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, 2020, any Current Report on Form 8-K that was filed from and after January 1, 2021, and in each case any amendment thereto, filed by Parent with the SEC on or after January 1, 2021 and prior to the date hereof and the Registration Statement on Form S-4 that has been prepared by Parent and Clearday, a copy of which is in substantially the form approved by Parent and Clearday (collectively, 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 the Company Group that, except as disclosed in the Parent SEC Documents, 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). 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 Purchaser on a consolidated basis with its Subsidiaries (for the avoidance of doubt, excluding the Company Group).
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. Purchaser Parties jointly and severally represent and warrant to the Company and the Owners that:
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. Each of the Purchaser Parties hereby jointly and severally represent and warrant to the Seller Parties, as of the date of this Agreement, that each statement contained in this ARTICLE III is true and correct as it pertains to the Purchaser.
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARTIES. The representations and warranties of the Purchaser Parties set forth in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case, as of such specific date), except where the failure of any such representation or warranty to be so true and correct would not, individually or in the aggregate, constitute a Purchaser Material Adverse Effect.
