Common use of Representations of the Parties Hereto Clause in Contracts

Representations of the Parties Hereto. The parties hereby make the following representations and warranties as of the date hereof and as of each Loan hereunder: 9.1. Each party hereto represents and warrants that (a) it has the power to execute and deliver this Agreement and to enter into the Loans contemplated hereby and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery and performance; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, except as the enforceability hereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). 9.2. Each party hereto represents and warrants that the execution, delivery and performance by it of this Agreement and each Loan hereunder will at all times comply with all applicable laws and regulations applicable to it, and with respect to those of securities regulatory or self-regulatory organizations applicable to it, to such party's knowledge. 9.3. Each party hereto represents and warrants that it has made its own determination as to the tax treatment of any dividends, remuneration or other funds received hereunder. 9.4. Borrower represents and warrants that (a) it is a corporation organized under the laws of the State of Delaware and (b) it (or the party to whom it relends the Loaned Securities) is borrowing or will borrow the Loaned Securities for the purpose of making delivery of such securities in the case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T. 9.5. For purposes of entering into this Agreement, Xx. Xxxxxx represents and warrants that he is a duly authorized trustee under the Declaration of Trust dated July 3, 1996 known as the "Xxxxxx CareMatrix Trust" and in such capacity, as Trustee, has full power and authority to enter into this Agreement and to perform any obligations hereunder and to lend the shares of Company Common Stock held by the Trust in accordance with the terms of this Agreement and that any shares of Company Common Stock loaned to Borrower are directly owned by the Trust free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.