Representations, Warranties and Covenants of the Companies. Each Company and/or Fund, as applicable, represents, warrants and covenants that:
(a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement;
(b) this Agreement has been duly authorized by the board of trustees/directors of the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law);
(c) each Fund shall perform any obligations identified in this Agreement as obligations of the Company;
(d) it is not a party to any, and there are no, pending or, to the Company’s knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which would reasonably be expected to, individually or in the aggregate, have a material adverse effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed upon it or any of its properties or assets that would prohibit its ability to perform its obligations hereunder, in each case as of the date of this Agreement;
(e) it is registered with the SEC as an investment company under the 1940 Act, and each applicable Fund is a separate series of the Company and has obtained all registrations required under applicable law to make a public offering of the Shares;
(f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism and other criminal activities including without limitation the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (collectively, the “USA PATRIOT Act”) and the applicable rules and regulations adopted by the, U.S. Treasury Department, including the Office ...
Representations, Warranties and Covenants of the Companies. Except as disclosed in the Companies' SEC Filings (as defined below), the REIT and the OPCO, jointly and severally, hereby represent and warrant to the PaineWebber Parties, and covenant with the PaineWebber Parties, as follows:
Representations, Warranties and Covenants of the Companies. The Companies represent, warrant and covenant, jointly and severally, to each of the Consenting Senior Secured Noteholders that:
Representations, Warranties and Covenants of the Companies. 4.1 The Companies, jointly and severally, represent, warrant and covenant that, as of the date given above and at the Closing:
(a) the Company and its subsidiaries are valid and subsisting corporations duly incorporated and in good standing under the laws of the jurisdictions in which they are incorporated or amalgamated and have all requisite corporate authority and power to carry on their respective businesses, as now conducted and as presently proposed to be conducted by them, and to own, lease and operate their respective properties and assets;
(b) the Subsidiary is wholly owned by the Company;
(c) each of the Companies and their respective subsidiaries is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction;
(d) the authorized capital of the-Company consists of an unlimited number of common shares without par value, of which 32,168,812 common shares are issued and outstanding. The outstanding shares of the Company are fully paid and non-assessable;
(e) each of the Companies has full corporate power and authority to issue the Debentures;
(f) the Company will reserve or set aside sufficient shares in its treasury to issue the Debenture Shares and upon their issuance the Debenture Shares will be duly and validly issued as fully paid and non-assessable;
(g) except as qualified by the disclosure in the Disclosure Record, the Company is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Record, all agreements by which the Company holds an interest in a property, business or assets are in good standing according to their terms and the properties in which the Company holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated;
(h) the Disclosure Record is in all material respects accurate and omits no facts, the omission of which would constitute a misrepresentation within the meaning of the Acts;
(i) the financial statements of the Company contained in the Disclosure Record, filed with any of the Commissions have all been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Company as of the date thereof, and no adverse material changes in the financia...
Representations, Warranties and Covenants of the Companies. Except as disclosed in the reports, schedules, forms, statements and other documents which have been filed with the Commission (as defined below) on or before November 5, 1997 by Meditrust Corporation on prior to its merger with and into Santa Xxxxx Enterprises, Inc. pursuant to the Exchange Act (as defined below) or in the Companies' SEC Filings (as defined below), the REIT and the OPCO, jointly and severally, hereby represent and warrant to the Xxxxxxx Xxxxx Parties, and covenant with the Xxxxxxx Xxxxx Parties, as follows:
Representations, Warranties and Covenants of the Companies. Each of the Companies hereby represents, warrants and covenants that:
Section 6.1. For so long as Xxxxxx complies with the terms of this Agreement, but not longer than a period of three years from the Effective Date, the Companies shall not, and shall not permit their Affiliates to, directly or through attorneys or other intermediaries, make any statements or take any actions with the purpose or reasonably anticipated effect of casting Xxxxxx in an unfavorable light, except as may be required by applicable law or legal process, including without limitation the requirements of the securities laws of the United States; provided, however, that nothing appearing herein shall cause either of the Companies or their Affiliates to be liable for any statement made or action taken by non-managerial personnel if such statement or action was made or taken without the knowledge or approval of such Company or Affiliate or any of their respective authorized managerial personnel.
Section 6.2. To the extent provided for in the respective Bylaws of the Companies, the Companies will continue to indemnify Xxxxxx for any claims or damages arising from Xxxxxx'x good faith performance of his duties in his positions with the Companies.
Representations, Warranties and Covenants of the Companies. 4.1 The Companies, jointly and severally, represent, warrant and covenant that, as of the date given above and at the Closing:
Representations, Warranties and Covenants of the Companies. Except as disclosed in the Companies' SEC Filings (as defined below), each of the REIT and the OPCO, severally and not jointly, hereby represents and warrants to the Merrxxx Xxxcx Xxxties, and covenants with the Merrxxx Xxxcx Xxxties, with respect to such Company and its Subsidiaries (as defined below) only, as follows:
Representations, Warranties and Covenants of the Companies. Except as set forth in the Companies' SEC Filings (as defined below), the Companies hereby represent and warrant to, and covenant with, the Purchaser as follows:
Representations, Warranties and Covenants of the Companies. Except as disclosed in the Companies' SEC Filings (as defined below), each of the REIT and the OPCO, severally and not jointly, hereby represents and warrants to LBI, and covenants with LBI, with respect to such Company and its Subsidiaries (as defined below) only, as follows:
4.1 Organization and Qualification of the Companies. Each of the REIT and the OPCO has been duly organized and is validly existing in good standing under the laws of Maryland with power and authority to own and lease its properties and to conduct its business as currently conducted. Each of the REIT and the OPCO is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing or managing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Companies and the Subsidiaries of the Companies considered as one enterprise (a "Material Adverse Effect"). Entities in which either of the Companies directly or indirectly has at least a 50% ownership interest are herein referred to as the "Subsidiaries," and each individually, as a "Subsidiary."
