REPRESENTATIONS AND WARRANTIES OF THE LLC. In order to induce the Operating Partnership to enter into this Agreement and each of the other Acquisition Documents to which it is or shall be a party, and to consummate the transactions contemplated hereby and thereby, the LLC hereby represents and warrants to the Operating Partnership on and as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF THE LLC. The LLC represents and warrants to each Class B Shareholder that (a) the LLC is duly authorized to execute, deliver and perform this Agreement; (b) this Agreement has been duly authorized, executed and delivered by the LLC and is a valid and binding agreement of the LLC, enforceable against the LLC in accordance with its terms; and (c) the execution, delivery and performance by the LLC of this Agreement does not violate or conflict with or result in a breach by the LLC of or constitute (or with notice or lapse of time or both constitute) a default by the LLC under its Certificate of Formation or the Operating Agreement, any existing applicable law, rule, regulation, judgment, order, or decree of any Governmental Entity exercising any statutory or regulatory authority of any of the foregoing, domestic or foreign, having jurisdiction over the LLC or any of its Subsidiaries or any of their respective properties or assets, or any agreement or instrument to which the LLC or any of its Subsidiaries is a party or by which the LLC or any of its Subsidiaries or any of their respective properties or assets may be bound.
REPRESENTATIONS AND WARRANTIES OF THE LLC. The LLC represents and warrants to the Backstop Parties that, as of the date of this Letter Agreement and as of the closing of the Rights Offering: (i)(A) it has the relevant entity power and authority necessary to execute and deliver each Transaction Document to which it is a party, and to perform and consummate the Transactions, (B) it has taken all action necessary to authorize the execution and delivery by it of each Transaction Document to which it is a party, and the performance of its obligations thereunder and (C) the consummation by it of the Transactions and each Transaction Document to which it is a party has been duly authorized, executed and delivered by it, and is enforceable against it in accordance with its terms except as such enforceability may be subject to the Enforceability Exception; (ii)(A) it is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, (B) it is duly qualified to do business as a foreign corporation and is in good standing under the Laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, (C) it has the relevant entity power and authority necessary to own or lease its properties and to carry on its businesses as currently conducted and (D) is not in breach or violation of, or default under, any provision of its organizational documents, except, in the case of clauses (B) and (C), where any failures, individually or in the aggregate, would not reasonably be expected to have a material adverse change in the condition, financial or otherwise, or in the earnings, business, operations or properties of LLC and its subsidiaries, taken as a whole (an “LLC Material Adverse Change”); (iii) the execution and the delivery by the LLC of this Letter Agreement and the other Transaction Documents to which the LLC is a party, the performance by the LLC of the LLC’s obligations hereunder and thereunder, and consummation of the Transactions by the LLC will not (A) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (w) Law enacted, adopted, promulgated or applied by any Governmental Body, (x) Order (y) Contract or Permit to which, in the case of (w), (x) or (y), the LLC is a party or by which...
REPRESENTATIONS AND WARRANTIES OF THE LLC. Except as set forth in the LLC Disclosure Schedule the LLC represents and warrants to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF THE LLC. The LLC hereby represents and warrants to the OP as follows:
REPRESENTATIONS AND WARRANTIES OF THE LLC. Except as disclosed in a document referring specifically to the representations and warranties in this Agreement which identifies by section number the section to which such disclosure relates and is delivered by the LLC to OnHealth prior to the execution of this Agreement (the "LLC DISCLOSURE SCHEDULE"), and whether or not the LLC Disclosure Schedule is referred to in a specific section, each of the LLC and its members, HDI and DMI (the "MEMBERS") represents and warrants to OnHealth and the Subs as follows:
REPRESENTATIONS AND WARRANTIES OF THE LLC. The LLC represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF THE LLC. The LLC hereby represents and warrants to each Investor acquiring Preferred Units at a Closing that the following representations are true and complete as of the date of such Closing, except to the extent made only as of a specified date, in which case as of such time or date:
REPRESENTATIONS AND WARRANTIES OF THE LLC. The LLC represents and warrants to Mergerco that:
REPRESENTATIONS AND WARRANTIES OF THE LLC. The LLC represents and warrants that (a) it is a limited liability company duly formed and is existing and in good standing under the laws of the State of Delaware, (b) it has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (c) the execution and delivery of this Agreement by the LLC and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the LLC, (d) this Agreement constitutes a legal, valid and binding obligation of the LLC enforceable against the LLC in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (e) the execution, delivery and performance of this Agreement by the LLC and the consummation by the LLC of the transactions contemplated hereby will not (i) result in a violation of the LLC Agreement or the certificate of formation of the LLC or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the LLC is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the LLC or by which any property or asset of the LLC is bound or affected, except with respect to clause (ii) or (iii) for any conflicts, defaults, accelerations, terminations, cancellations or violations that would not reasonably be expected to have a material adverse effect on the LLC or its business, financial condition or results of operations.
