Common use of Representations by Buyer Clause in Contracts

Representations by Buyer. Buyer represents and warrants to Seller as follows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has the power and lawful authority to enter into this Agreement and to consummate the transactions provided for herein. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the board of directors of Buyer, and no other acts or proceedings on the part of Buyer will be necessary to authorize this Agreement or the transaction contemplated hereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby will not (i) violate any provision of the Articles of Incorporation of Buyer, (ii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body that is binding upon Buyer, (iii) violate any statute, law or regulation applicable to Buyer with respect to the transactions contemplated herein or (iv) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or event creating rights of acceleration, termination or cancellation under, any note, instrument, agreement, mortgage, lease or other obligations to which Buyer is a party or to which any of its properties is subject. (d) As a result of any act or failure to act by Buyer, no person or entity has, or as a result of the transactions contemplated hereby will have, any right, interest or valid claim against or upon Seller for any commission, fee or other compensation as a finder, broker or in any similar capacity. (e) There have not been any material adverse changes in the business, assets, financial condition or prospects of Buyer that are not disclosed in the annual Report on Form 10-K for the fiscal year ended October 31, 1999, as filed by Buyer with the Securities and Exchange Commission ("SEC"), or in the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, as filed by Buyer with the SEC. Buyer has provided true and complete copies of said 10-K and 10-Q Reports to Seller.

Representations by Buyer. Buyer represents and warrants to Seller as follows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of New York Jersey and has the power and lawful authority to enter into this Agreement and to consummate the transactions provided for herein. (b) The execution and delivery of this Agreement and the related agreements (including without limitation the Warrant Agreement) referred to herein, and the consummation of the transactions contemplated herebyhereby and thereby, have been or will prior to the Closing Date be duly and validly authorized by the board of directors of BuyerBuyer and RadNet, Inc., and no other acts or proceedings on the part of Buyer will be necessary to authorize this Agreement or the transaction related agreements or the transactions contemplated herebyhereby and thereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transaction transactions contemplated hereby will not (i) violate any provision of the Articles of Incorporation of Buyer, (ii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body that is binding upon Buyer, (iii) violate any statute, law or regulation applicable to Buyer with respect to the transactions contemplated herein or (iv) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or event creating rights of acceleration, termination or cancellation under, under any note, instrument, agreement, mortgage, lease or other obligations obligation to which Buyer is a party or to which any of its properties is subject. (d) As a result of any act or failure to act by Buyer, no person or entity has, or as a result of the transactions contemplated hereby will have, any right, interest or valid claim against or upon Seller for any commission, fee or other compensation as a finder, broker or in any similar capacity. (e) There have not been any material adverse changes in the business, assets, financial condition or prospects of Buyer that are not disclosed in the annual Report on Form 10-K for the fiscal year ended October 31, 1999, as filed by Buyer with the Securities and Exchange Commission ("SEC"), or in the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, as filed by Buyer with the SEC. Buyer has provided true and complete copies of said 10-K and 10-Q Reports to Seller.

Representations by Buyer. Buyer represents and warrants to to, and covenants with, Seller as follows: (a) Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the State transaction set forth herein and fulfill all of New York its obligations hereunder and under all closing documents to be executed by Buyer, and has the all necessary power to execute and lawful authority to enter into deliver this Agreement and all closing documents to consummate be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the transactions provided for herein. (b) The part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the consummation performance of the transactions contemplated hereby, have been duly and validly authorized by the board of directors of Buyer, and no other acts or proceedings on the part obligations of Buyer hereunder or thereunder will be necessary to authorize this Agreement result in the violation of any law or the transaction contemplated hereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby will not (i) violate any provision of the Articles organizational documents of Incorporation Buyer or will conflict with any order or decree of Buyerany court or governmental instrumentality of any nature by which Buyer is bound. (b) Buyer is not, and will not become a person identified on U.S. Treasury’s Office of Foreign Asset Control listing of Specially Designated Nationals and Blocked Persons (a “Prohibited Person”). Buyer (i) is not and will not become owned or controlled by a Prohibited Person, (ii) violate any orderis not acting hereunder and will not act hereunder for or on behalf of a Prohibited Person, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body that is binding upon Buyer, and (iii) violate any statuteis not providing and will not provide material, law financial or regulation applicable to Buyer with respect to the transactions contemplated herein or (iv) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or event creating rights of acceleration, termination or cancellation under, any note, instrument, agreement, mortgage, lease technological support or other obligations services to which Buyer is a party or to which any of its properties is subject. (d) As a result of any act or failure to act by Buyer, no person or entity has, or as a result of the transactions contemplated hereby will have, any right, interest or valid claim against or upon Seller for any commission, fee or other compensation as a finder, broker or in support of acts of terrorism of a Prohibited Person. Buyer will not enter into or undertake any similar capacity. activities related to this Agreement in violation of Anti-Terrorism Laws (e) There have not been any material adverse changes in the business, assets, financial condition or prospects as defined herein). The representations and warranties of Buyer that are not disclosed in the annual Report on Form 10-K shall survive Closing for the fiscal year ended October 31, 1999, as filed by Buyer with the Securities and Exchange Commission a period of six ("SEC"), or in the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, as filed by Buyer with the SEC. Buyer has provided true and complete copies of said 10-K and 10-Q Reports to Seller6) months.

Representations by Buyer. Buyer represents to, and warrants to covenants with, Seller as follows, which such representations and warranties shall survive the Closing for twelve (12) months: (a) Buyer is a corporation or will be duly organizedformed, validly existing and in good standing under the laws of the State of New York Maryland and qualified to do business in the State of California, is authorized to consummate the transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has the or will have all necessary power to execute and lawful authority to enter into deliver this Agreement and all closing documents to consummate be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been or will be duly authorized by all requisite corporate or other required action on the transactions provided for herein. (b) The part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the consummation performance of the transactions contemplated hereby, have been duly and validly authorized by the board of directors of Buyer, and no other acts or proceedings on the part obligations of Buyer hereunder or thereunder will be necessary to authorize result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound. (b) No consent, waiver, approval or authorization is required from any person or entity (that has not already been obtained) in connection with the execution and delivery of this Agreement by Buyer or the performance of Buyer of the transaction contemplated hereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby will not (i) violate any provision of the Articles of Incorporation of Buyer, (ii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body that is binding upon Buyer, (iii) violate any statute, law or regulation applicable to Buyer with respect to the transactions contemplated herein or (iv) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or event creating rights of acceleration, termination or cancellation under, any note, instrument, agreement, mortgage, lease or other obligations to which Buyer is a party or to which any of its properties is subject. (d) As a result of any act or failure to act by Buyer, no person or entity has, or as a result of the transactions contemplated hereby will have, any right, interest or valid claim against or upon Seller for any commission, fee or other compensation as a finder, broker or in any similar capacity. (e) There have not been any material adverse changes in the business, assets, financial condition or prospects of Buyer that are not disclosed in the annual Report on Form 10-K for the fiscal year ended October 31, 1999, as filed by Buyer with the Securities and Exchange Commission ("SEC"), or in the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, as filed by Buyer with the SEC. Buyer has provided true and complete copies of said 10-K and 10-Q Reports to Seller.

Representations by Buyer. Buyer represents and warrants to Seller to, and covenants with, Sellers as of the date hereof and as of the Closing Date as follows: (a) Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws of Delaware, and on the State Closing Date, to the extent required by law, the States in which each Property is located and is authorized to consummate the transaction set forth herein and fulfill all of New York its obligations hereunder and under all Closing Documents to be executed by Buyer, and has the all necessary power and lawful authority to enter into execute and deliver this Agreement and all Closing Documents to consummate be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the transactions provided for herein. (b) The part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the consummation performance of the transactions contemplated hereby, have been duly and validly authorized obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by the board of directors of which Buyer is bound; (b) Neither Buyer, and no other acts nor to Buyer’s knowledge, any person or proceedings on entity owning an interest in Buyer, is a Specially Designated National or Blocked Person. This Section 12(b) shall not apply to any person or entity to the part of extent such person’s or entity’s interest in Buyer will be necessary to authorize this Agreement or the transaction contemplated hereby.is through a U.S. publicly-traded entity; (c) The executionBuyer has not filed, delivery and performance nor received notice that it is the subject of this Agreement and any filing of a petition under the consummation United States Bankruptcy Code, 11 U.S.C.A. §§ 101 et seq. or any federal or state insolvency laws or laws for composition of indebtedness or for the transaction contemplated hereby will not reorganization of debtors. (d) To Buyer’s actual knowledge, (i) violate any provision of the Articles of Incorporation of Buyer, (ii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body that there is binding upon Buyer, (iii) violate any statute, law or regulation applicable to Buyer with respect to the transactions contemplated herein or (iv) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or event creating rights of acceleration, termination or cancellation under, any note, instrument, agreement, mortgage, lease or other obligations no agreement to which Buyer is a party that is in conflict with this Agreement, and (ii) there is no action or proceeding pending or threatened against Buyer that challenges or may impair Buyer’s ability to execute or perform its obligations under this Agreement. All representations and warranties by Buyer in this Agreement made to Buyer’s actual knowledge are only to the actual knowledge of T▇▇▇▇▇ ▇. ▇▇▇▇, the Secretary of Buyer (the “Buyer Representative”), and shall not be construed, by imputation or otherwise, to refer to the actual knowledge of Sellers or Buyer, or any affiliate of either of them, or to which any other officer, agent, manager, representative or employee of Buyer or any property manager, or any of its properties is subject. (d) As a result of any act or failure to act by Buyer, no person or entity hastheir respective affiliates, or as a result to impose on any of the transactions contemplated hereby will haveBuyer Representative any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. The above shall not be construed to create, in and of itself, any right, interest or valid claim against or upon Seller for any commission, fee or other compensation as a finder, broker or in any similar capacity. (e) There have not been any material adverse changes in personal liability on the business, assets, financial condition or prospects part of the Buyer Representative. The representations and warranties of Buyer contained in Section 12(a) above shall survive Closing. The other representations and warranties of Buyer contained in Section 12(b) and 12(c) shall survive Closing for a period of six (6) months, except with respect to any claims of breach thereof which Seller identifies in written notice to Buyer during such six (6) month period, provided that are not disclosed any suit with respect to any such claims of breach thereof shall be filed thereupon in a court of competent jurisdiction no later than on or before the annual Report on Form 10-K for the fiscal year ended October 31, 1999, as filed by Buyer with the Securities and Exchange Commission expiration of eight ("SEC"), or in the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, as filed by Buyer with the SEC. Buyer has provided true and complete copies of said 10-K and 10-Q Reports to Seller8) months from Closing.

Representations by Buyer. Buyer represents and warrants to to, and covenants with, Seller as of the date hereof and as of the Closing Date as follows: (a) Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws of Delaware, and on the Closing Date, to the extent required by law, the State in which the Property is located is authorized to consummate the transaction set forth herein and fulfill all of New York its obligations hereunder and under all closing documents to be executed by Buyer, and has the all necessary power and lawful authority to enter into execute and deliver this Agreement and all closing documents to consummate be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the transactions provided for herein. (b) The part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the consummation performance of the transactions contemplated hereby, have been duly and validly authorized by the board of directors of Buyer, and no other acts or proceedings on the part obligations of Buyer hereunder or thereunder will be necessary to authorize this Agreement result in the violation of any law or the transaction contemplated hereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby will not (i) violate any provision of the Articles organizational documents of Incorporation of Buyer, (ii) violate Buyer or will conflict with any order, judgment, injunction, award order or decree of any court, arbitrator court or governmental or regulatory body that is binding upon Buyer, (iii) violate instrumentality of any statute, law or regulation applicable to Buyer with respect to the transactions contemplated herein or (iv) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or event creating rights of acceleration, termination or cancellation under, any note, instrument, agreement, mortgage, lease or other obligations to nature by which Buyer is a party or to which any of its properties is subjectbound. (db) As To Buyer’s knowledge, there are no actions or proceedings pending or threatened against Buyer or its affiliates which requires consent of a result third party or court or which challenges or impairs Buyer’s ability to execute or perform its obligations under the terms of any act or failure to act by Buyer, no person or entity has, or as a result of the transactions contemplated hereby will have, any right, interest or valid claim against or upon Seller for any commission, fee or other compensation as a finder, broker or in any similar capacity. (e) There have not been any material adverse changes in the business, assets, financial condition or prospects this Agreement. The representations and warranties of Buyer that are not disclosed in the annual Report on Form 10-K shall survive Closing for the fiscal year ended October 31, 1999, as filed by Buyer with the Securities and Exchange Commission a period of one ("SEC"), or in the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2000, as filed by Buyer with the SEC. Buyer has provided true and complete copies of said 10-K and 10-Q Reports to Seller1) year.

Representations by Buyer. Buyer represents and warrants to Seller as follows: (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has the power and lawful authority to enter into this Agreement and to consummate the transactions provided for herein. (b) The execution and delivery of this Agreement and the related agreements (including without limitation the Promissory Note, the Non-Negotiable Note, and the PHS Option Agreement) referred to herein, and the consummation of the transactions contemplated herebyhereby and thereby, have been or will prior to the Closing Date be duly and validly authorized by the board of directors of Buyer, and no other acts or proceedings on the part of Buyer will be necessary to authorize this Agreement or the transaction related agreements or the transactions contemplated herebyhereby and thereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transaction transactions contemplated hereby will not (i) violate any provision of the Articles of Incorporation of Buyer, (ii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body that is binding upon under Buyer, (iii) violate any statute, law or regulation applicable to Buyer with respect to the transactions contemplated herein or (iv) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or event creating rights of or acceleration, termination or cancellation under, any note, instrument, agreement, mortgage, lease or other obligations to which Buyer is a party or to which any of its properties is subject. (d) As a result of any act or failure to act by Buyer, no person or entity has, or as a result of the transactions contemplated hereby will have, any right, interest or valid claim against or upon Seller for any commission, fee or other compensation as a finder, broker or in any similar capacity. (e) There have not been any material adverse changes in the business, assets, financial condition or prospects of Buyer that are not disclosed in the annual Annual Report on Form 10-K for the fiscal year ended October 31, 19991995, as filed by Buyer with the Securities and Exchange Commission ("SEC"), or in the Quarterly Report on Form 10-Q for the fiscal quarter ended July January 31, 20001996, as filed by Buyer with the SEC. Buyer has provided true and complete copies of said 10-K and 10-Q Reports to Seller.