REPRESENTATIONS AND WARRANTIES OF GROUP Sample Clauses

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP represents and warrants as follows: 7.1. GROUP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposes. 7.2. GROUP’s Board of Directors has all requisite power to execute, deliver and perform this Agreement. Neither the execution and delivery of this Agreement, nor the consummation and performance of the transaction contemplated in this Agreement, shall constitute a default or an event that would constitute a default under, or violation or breach of, GROUP’s Articles of Incorporation, Bylaws or any license, lease, franchise, mortgage, instrument, or other agreement to which GROUP may be bound. 7.3. GROUP has furnished Manager full and complete copies of all contracts and agreements affecting GROUP including, but not limited to, all contracts to which GROUP is a party. 7.4. GROUP and any and all physicians providing services to Participating Plans have each complied with, and are not in violation of, applicable federal, state or local statutes, laws and regulations including, but not limited to, statutes, laws and regulations regarding the practice of medicine and surgery in California, participation in the Medicaid and Medicare programs or the operation of GROUP and all applicable standards of practice relating to the provision of professional services hereunder. 7.5. GROUP and any and all Participating Providers providing services for the GROUP have each obtained and currently maintain all necessary licenses, permits, contracts, and approvals required by federal, state or local statutes and regulations for the proper conduct of the business of the GROUP as it is now being conducted and have been approved by the Board of Directors or its properly designated committee, as documented by written committee minutes. 7.6. There is no action, suit, proceeding, investigation or litigation outstanding, pending or, to the best of GROUP’s knowledge, threatened, affecting GROUP other than routine patient collection matters and professional liability cases adequately covered by insurance. 7.7. GROUP represents and warrants that each GROUP Participating Provider is as of the date hereof, and shall at all times during the term hereof be and remain: 7.7.1. duly li...

REPRESENTATIONS AND WARRANTIES OF GROUP. Group hereby represents and warrants to MNCC as follows:

REPRESENTATIONS AND WARRANTIES OF GROUP. The following representations and warranties of GROUP are made to Manager for the purpose of inducing Manager to enter into this Agreement. GROUP represents and warrants as follows: 7.1. GROUP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary corporate powers to own its properties and to operate pursuant to its corporate purposes.

REPRESENTATIONS AND WARRANTIES OF GROUP. Group hereby represents and warrants to Group Holdings as follows:

REPRESENTATIONS AND WARRANTIES OF GROUP. As to the representations and warranties of Group set forth in Section 3 and of Holdings set forth in Section 4, (1) those representations and warranties set forth in Section 3 and Section 4 which are expressly stated to be made solely as of the date of this Agreement or another specified date shall be true and correct in all respects as of such date (without regard to the materiality or material adverse effect qualifiers set forth therein), and (2) all other representations and warranties of Group set forth in Section 3 and Section 4 respectively, shall be true and correct in all respects at and as of the time of the Closing as though made at and as of that time (without regard to the materiality or material adverse effect qualifiers set forth therein); provided that for purposes of each of clauses (1) and (2) above, the representations and warranties shall be deemed true and correct in all respects to the extent that the aggregate effect of the inaccuracies in such representations and warranties as of the applicable times does not constitute a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF GROUP. Subject to any provisions of this Agreement limiting, qualifying or excluding any of the representations or warranties made herein, and to the disclosures set forth in Renaissance's Disclosure Schedules, as such schedules are referenced herein, Group hereby represents and warrants to Buyer as set forth in this Section 3.

REPRESENTATIONS AND WARRANTIES OF GROUP. Group represents and warrants to the Company as of the date hereof that: (a) Group has been duly incorporated and is validly existing as a naamloze vennootschap formed under the laws of The Netherlands and has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. (b) This Agreement has been duly and validly authorized by Group and all necessary and appropriate action has been taken by Group to execute and deliver this Agreement and to perform its obligations hereunder. (c) This Agreement has been duly executed and delivered by Group and, assuming due authorization and valid execution and delivery by the Company, is a valid and binding obligation of Group enforceable against Group in accordance with its terms.

REPRESENTATIONS AND WARRANTIES OF GROUP. Group represents and warrants to Sellers as follows:

REPRESENTATIONS AND WARRANTIES OF GROUP. 23 7.1 Existence and Good Standing; Power and Authority . . . . . . . . . . . . . . . . . . . . . . . 23 7.2 Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 7.3