Representations and Warranties of Vitalink. Vitalink is duly ------------------------------------------ organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted. Vitalink has the requisite corporate power and other authority to enter into this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Vitalink and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Vitalink. This Agreement has been duly executed and delivered by Vitalink and constitutes a valid and binding obligation of Vitalink, enforceable against it in accordance with its terms.
Representations and Warranties of Vitalink. Except as set forth in the Vitalink Disclosure Statement delivered by Vitalink to GranCare at or prior to the execution of this Agreement (the "Vitalink Disclosure Statement") (each section of which qualifies the correspondingly numbered representation and warranty and covenant), Vitalink represents and warrants to GranCare as follows: Section 3.01
