Representations, Warranties, Etc. Each and every representation and warranty of Buyer hereunder shall be true in all material respects at the Closing Date as though such representation and warranty had been made on the Closing Date, and Buyer shall have substantially performed all covenants and agreements on its part required to be performed, and shall not be in default under any of the provisions of this Agreement, at the Closing Date.
Representations, Warranties, Etc. The Company represents and warrants -------------------------------- to and covenants with the Trustee as follows:
(a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, with the power and authority to own its assets and conduct its business as currently conducted, to enter into this First Supplemental Indenture and to perform its obligations under the Indenture and the Outstanding Debt.
(b) First Maryland has been duly and validly merged into the Company, and the Company has succeeded to all of the rights, privileges, duties and responsibilities of First Maryland, under the laws of the States of Maryland and Delaware.
(c) The execution, delivery and performance of this First Supplemental Indenture have been duly authorized by all necessary action on the part of the Company, and this First Supplemental Indenture represents the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(d) No Event of Default, and no event which with notice or lapse of time or both would constitute an event of Default, has happened and is continuing as a result of the merger of First Maryland into the Company or otherwise.
Representations, Warranties, Etc. The Company represents and warrants to and covenants with the Trustee as follows:
(a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of New York, with the power and authority to own its assets and conduct its business as currently conducted, to enter into this Second Supplemental Indenture and to perform its obligations under the Indenture and the Outstanding Junior Subordinated Securities.
(b) Allfirst has been duly and validly merged into the Company, and the Company has succeeded to all of the rights, privileges, duties and responsibilities of Allfirst, under the laws of the States of New York and Delaware.
(c) The execution, delivery and performance of this Second Supplemental Indenture have been duly authorized by all necessary action on the part of the Company, and this Second Supplemental Indenture represents the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(d) No Event of Default, and no event which with notice or lapse of time or both would constitute an event of Default, has happened and is continuing as a result of the merger of Allfirst into the Company or otherwise.
Representations, Warranties, Etc. The Debtor represents, warrants and covenants to the Creditor that:
(a) The security interest granted hereby to the Creditor does now and shall at all times during the term of this Agreement continue to constitute a first and prior lien on the Collateral, subject only to such matters as may be specifically agreed to in writing by the Creditor.
(b) The Debtor is the lawful and absolute owner of the Collateral, subject to no other lien, encumbrance, right, claim or interest of any kind or nature (other than such interests in favor of the Creditor). In addition, the Debtor has the full and unrestricted right to pledge, assign and create a security interest in the Collateral as described in and contemplated by this Agreement.
(c) The Debtor has the legal capacity to enter into and perform all of its obligations and agreements under this Agreement.
(d) No consent or approval for the entry into and performance by the Debtor of its obligations and agreements under this Agreement is necessary.
(e) The certificates, instruments and other writings delivered by the Debtor to the Creditor pursuant to Paragraph 2(b) of this Agreement are all of the certificates, etc., representing the Pledged Stock and all rights and interests with respect thereto.
(f) The execution, delivery and performance of this Agreement by the Debtor will not affect or in any way impair the Collateral or the Debtor's or the Creditor's rights or interests therein.
Representations, Warranties, Etc of CEA. CEA hereby represents, warrants, acknowledges and agrees to and with Apollo as follows, which representations, warranties, acknowledgments and agreements shall survive the execution hereof.
(a) CEA has the right, power and authority to execute, deliver and perform the terms and provisions of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by CEA and no other proceedings on the part of CEA are necessary to authorize this Agreement or to consummate the transactions so contemplated.
(b) The execution, delivery and performance by CEA of the terms and provisions of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any provision of any agreement or instrument to which CEA is a party or by which it is bound, or to which any of its properties or assets is subject, or of any applicable law. CEA has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligations of CEA, enforceable against CEA in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(c) No consent, authorization or order of, or filing or registration with, any governmental authority or other person including, without limitation, the HSR Act, is required to be obtained or made by CEA for the execution, delivery and performance by CEA of this Agreement or the consummation of any of the transactions contemplated hereby except for those that will have been made or obtained on or prior to the Closing Date.
(d) CEA has conducted its own due diligence in connection with its investment in the Warrant and the Warrant Shares and regarding the Corporation and Living Centers of America, Inc., and GranCare, Inc., and Apollo may therefore have information different from, or additional to, the information possessed by CEA. In addition, although Apollo may have shared information received by them (including information contained in third party reports prepared for Apollo) with CEA, no representation or warranty is being made with respect to such information by Apollo or any such third party.
(i) The Warrant and all Warrant Shares pu...
Representations, Warranties, Etc. OF THE CORPORATION By its acceptance of this subscription agreement, the Corporation represents and warrants to the Subscriber (which representations and warranties shall survive closing and continue in full force and effect for a period of three years from the date hereof) and acknowledges that the representations of the Corporation made in Section 3.1 of the Purchase Agreement are true and correct as if made pursuant hereto. The Corporation acknowledges that the Subscriber is relying on those representations and warranties in entering into this subscription agreement:
Representations, Warranties, Etc. Any representation or warranty made by the Company in any Loan Document or any statement or representation made in any certificate (including, without limitation, the Revolving Loan Request, the Term Loan Request and the Borrowing Base Certificates), report or opinion delivered in connection with any Loan Document shall prove to have been incorrect in any material respect when made;
Representations, Warranties, Etc. Any representation or warranty made by any Borrower herein or in any Loan Document or in any exhibit, schedule, report or certificate delivered pursuant hereto or thereto shall prove to have been false, misleading or incorrect in any material respect when made or deemed to have been made;
Representations, Warranties, Etc. The Optionor represents and warrants that:
(a) the Optionor has good and marketable title to the Lands and has the full power and authority to enter into and execute this Agreement;
(b) there are no other agreements in or pursuant to which any other Person has or may acquire the right to purchase or obtain a transfer of the Lands from the Optionor;
(c) there are no Encumbrances on or affecting the Lands except the Permitted Encumbrances;
(d) the Optionor is not now (and until sixty (60) days after the Closing Date will not become) a non-resident of Canada, within the meaning of the Income Tax Act (Canada);
(e) the Optionor is not the agent or trustee for anyone with an interest in the Lands who is (or will become within sixty (60) days after the Closing Date) a non- resident of Canada within the meaning of the Income Tax Act (Canada);
(f) there are:
(i) no encroachments onto the Lands;
(ii) no actions, suits or proceedings before any Court pending or threatened by or against or affecting the Optionor which would affect the Lands or the sale thereof; and
(iii) no proceedings by or before any governmental commission, department, board, authority or other administrative officer pending or threatened against the Optionor which would affect the Lands or the sale thereof;
(g) the Optionor has not (and on the Closing Date will have not) entered into any leases, licenses, agreements to lease or other tenancy agreements with respect to the Lands other than Permitted Encumbrances except with the prior written consent of the Optionee;
(h) the Optionor has not (and on the Closing Date will have not) entered into any contracts of any nature or kind with respect to the Lands that will survive closing and bind the Optionee other than the third party contracts that the Optionee has chosen to assume in the Optionee’s own sole discretion;
(i) the Optionor has complied with all the Optionor's obligations contained in the Permitted Encumbrances and, to the best of the Optionor's knowledge, the other parties to the Permitted Encumbrances have complied with their respective obligations contained in the Permitted Encumbrances;
(j) on the Closing Date, the Optionor shall have obtained and delivered to the Optionee any consent, approval or other document required under any of the Permitted Encumbrances in connection with the completion of the transactions contemplated hereunder;
(k) there are no environmental, pollution or other waste disposal factors adversely affecting the Lands...
Representations, Warranties, Etc of the Company.
