Common use of Representations and Warranties of Provider Clause in Contracts

Representations and Warranties of Provider. Provider represents and warrants to Host that, at the time of execution of this agreement: 9.2.1 Provider has the requisite corporate, partnership, or limited liability company capacity to enter into this Agreement and fulfill its obligations hereunder, that the execution and delivery of this Agreement and the performance by Provider of its obligations hereunder have been duly authorized by all requisite action of its stockholders, partners or members, and by its board of directors or other governing body, and that, subject to compliance with and obtaining all required governmental approvals under any applicable regulatory laws or regulations governing the Services, including the sale or delivery of energy, the entering into of this Agreement and the fulfillment of its obligations hereunder does not contravene any law, statute or contractual obligation of Provider; 9.2.2 This Agreement constitutes Provider’s legal, valid and binding obligation enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors' rights generally; 9.2.3 No suit, action or arbitration, or legal administrative or other proceeding is pending or has been threatened against the Provider that would have a material adverse effect on the validity or enforceability of this Agreement or the ability of Provider to fulfill its commitments hereunder, or that could result in any material adverse change in the business or financial condition of Provider; and 9.2.4 To Provider’s knowledge, neither the System nor the Services infringe on any thir party’s intellectual property or other proprietary rights. If the System or Services become or are likely to become the subject of any third-party intellectual property infringement claim or action, Provider may, at Provider’s sole option and Provider’s sole expense, either: (i) replace such System or Services with a materially-equivalent System or Services free of the alleged infringement; (ii) modify or obtain a license for the System or Services to avoid the alleged infringemen ; or (iii) after Provider has demonstrated to Host its good-faith efforts to achieve the foregoing without success, terminate the applicable Services, to be effective upon written notice. EXCEPT AS PROVIDED HEREIN AND AS MAY BE PROVIDED IN SECTION 5.6, THE SYSTEM, SERVICES, AND ANY SOFTWARE, HARDWARE, OR OTHER COMPONENT THEREOF, ARE PROVIDED AS IS WITHOUT ANY WARRANTY OF ANY KIND. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE E PRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

Representations and Warranties of Provider. Provider hereby represents and warrants to Host thatBank, at as of the time of execution of this agreementdate hereof: 9.2.1 (a) Provider is a , duly organized, and validly existing in good standing under the laws of the State of and has the requisite corporatefull power and authority to execute, partnershipdeliver, or limited liability company capacity to enter into this Agreement and fulfill perform its obligations hereunderunder this Agreement; the execution, that the execution delivery, and delivery performance of this Agreement and the performance by Provider of its obligations hereunder have been duly authorized by all requisite action of its stockholders, partners or membersauthorized, and by its board are not in conflict with and do not violate any law or regulation applicable to Provider, or the terms of directors the articles of organization, operating agreement or other governing bodybylaws of Provider and will not result in a breach of or constitute a default under or require any consent under any indenture, loan, or agreement to which Provider is a party; (b) All approvals, authorizations, licensees, registrations, consents, and thatother actions by, subject to compliance and notices to, and filings with, any person that may be required in connection with the execution, delivery, and obtaining all required governmental approvals under any applicable regulatory laws or regulations governing the Services, including the sale or delivery of energy, the entering into performance of this Agreement and the fulfillment of its obligations hereunder does not contravene any lawby Provider, statute or contractual obligation of Providerhave been obtained; 9.2.2 This Agreement constitutes Provider’s legal(c) There is no material claim nor any material litigation, valid and binding obligation enforceable against it in accordance with its termsproceeding, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors' rights generally; 9.2.3 No suit, action or arbitration, investigation, or legal administrative or other proceeding controversy pending to which Provider is pending or has been threatened against the Provider a party, that would have a material adverse effect on the validity or enforceability of adversely affect this Agreement or the ability of Provider to fulfill its commitments hereunderAgreement; no such claim, litigation, proceeding arbitration, investigation, or that could result in any material adverse change in the business or financial condition of Provider; and 9.2.4 To controversy has, to Provider’s knowledge, neither the System nor the Services infringe on any thir party’s intellectual property been threatened or other proprietary rights. If the System or Services become or are likely is contemplated; to become the subject of any third-party intellectual property infringement claim or action, Provider may, at Provider’s sole option knowledge, no facts exist which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation, or controversy; and Provider’s sole expense, either: Provider is not subject to any agreement with any regulatory authority with respect to its operations adversely affecting this Agreement. (id) replace such System or Services with a materially-equivalent System or Services free of the alleged infringement; (ii) modify or obtain a license for the System or Services to avoid the alleged infringemen ; or (iii) after Provider has demonstrated to Host its good-faith efforts to achieve the foregoing without success, terminate the applicable Services, to be effective upon written notice. EXCEPT AS PROVIDED HEREIN AND AS MAY BE PROVIDED IN SECTION 5.6, THE SYSTEM, SERVICES, AND ANY SOFTWARE, HARDWARE, OR OTHER COMPONENT THEREOF, ARE PROVIDED AS IS WITHOUT ANY WARRANTY OF ANY KIND. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE E PRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWis not insolvent.

Representations and Warranties of Provider. Provider represents and warrants to Host that, at the time of execution of this agreementPurchaser as follows: 9.2.1 Provider has (a) With respect to the requisite corporateProvider, as of the date hereof and as of the date of each purchase of Eligible Receivables: (i) If a corporation or a partnership, or limited liability company capacity the Provider is duly organized, validly existing and in good standing as such under the laws of the jurisdiction of its organization, and has all the power and authority necessary to carry on its business as now conducted and to enter into and perform this Agreement Agreement, the Assignments and fulfill its obligations hereunderall other documents now or hereafter executed in connection herewith (collectively, that the execution "Purchase Documents"). The execution, delivery and delivery of this Agreement and the performance by the Provider of its obligations hereunder the Purchase Documents have been duly authorized by all requisite appropriate action on behalf of the Provider. If a sole proprietorship, the Provider has the necessary power and capacity under applicable law to carry on its business as now conducted and to enter into and perform the Purchase Documents. (ii) When executed and delivered, the Purchase Documents will be legal, valid and binding obligations of the Provider, enforceable against the Provider in accordance with their respective terms. Upon the filing of financing statements in all appropriate jurisdictions and notification to the applicable Third Party Obligors, any security interest in favor of Purchaser granted under Section 3.01 of this Agreement will be perfected. (iii) The execution, delivery and performance of the Purchase Documents will not violate any provision of law or regulation or any order or decree of any court or governmental agency, or violate any provision of the Provider's organizational documents (if a corporation or partnership) or any agreement to which the Provider in a party or by which any of its stockholders, partners or membersassets are bound, and will not be in conflict with, result in a breach of, or constitute a default under, any such agreement or result in the creation of any lien or security interest upon any of the Provider's assets, except in favor of Purchaser. (iv) The Provider has all permits, licenses, accreditation, certifications, authorizations, approvals, consents and agreements of all Third Party Obligors, governmental agencies and instrumentalities, accreditation agencies and any other person, necessary or required for the Provider to own the assets that it now owns, to carry on its business as now conducted, to execute, deliver and perform the Purchase Documents, and to receive payments from Third Party Obligors; and the Provider has not been notified by its board of directors any such Third Party Obligor, governmental agency or instrumentality, accreditation agency or any other person, during the immediately preceding twenty-four (24) month period, that such party has rescinded or not renewed, or intends to rescind or not renew, and such permit, license, accreditation, certification, authorization, approval, consent or agreement granted by it to the Provider or to which it and the Provider are parties. (v) There are no actions, suits or proceedings pending or threatened against the Provider before any court, government agency or other governing bodytribunal, which could materially and adversely affect its ability to perform under the Purchase Documents, and thatthe Provider is not currently subject to, subject and does not intend to compliance file, any bankruptcy or insolvency proceeding. (b) With respect to the Purchased Receivables or a Purchased Batch, as of the date such Batch or Eligible Receivables are purchased: (i) Each Purchased Receivable File is complete and correct and all documents, attestations and agreements relating to the Purchased Receivables that have been delivered to Purchaser with respect to each Purchased Receivable are true and obtaining correct, each Purchased Receivable has been billed to the applicable Third Party Obligor, all required governmental approvals under requested supporting claim documents with respect to such Purchased Receivable have been delivered to the Third Party Obligor, all information set forth in the ▇▇▇▇ and supporting claim documents is true, complete and correct, and if additional information is requested by the Third party Obligor, the Provider will provide the same, and if any applicable regulatory laws error has been made, the Provider will promptly correct the same and, if necessary, rebill such Purchased Receivable. (ii) There is no security interest or regulations governing lien in favor of any third party, nor any recording or filing against the ServicesProvider, including as debtor, covering or purporting to cover any interest of any kind in any Purchased Receivable, except as has been released by each party holding such adverse interest. Upon payment of the Purchase price with respect to a Purchased Batch or Purchased Receivable, all right, title and interest of the Provider with respect thereto shall be vested in Purchaser, free and clear of any lien, security interest, claim or encumbrance of any kind, and the Provider agrees to defend the same against the claims of all persons. (iii) Each Purchased Receivable (A) is payable, in an amount not less than its Warranted Collection Value, by the Third Party Obligor identified by the Provider as being obligated to do so, and is recognized as such by the Third Party Obligor, and such Third Party Obligor is obligated to pay the full Warranted Collection Value without dispute, reduction in amount for any reason whatsoever, offset, defense or counterclaim, (B) is based on an actual and bona fide rendition of services or the sale or delivery rental of energyequipment, merchandise and supplies to the entering into patient by the Provider in the ordinary course of this Agreement business, (C) is denominated and payable only in lawful currency of the United States, and (D) is an account receivable or general intangible within the meaning of the UCC of the state in which the Provider has its principal place of business, or is a right to payment under a policy of insurance or proceeds thereof, and is not evidenced by any instrument or chattel paper. There is no payor other than the Third Party Obligor identified by the Provider as the payor primarily liable on any Purchased Receivable. (iv) No Purchased Receivable (A) is subject to any action, suit, proceeding or dispute (pending or threatened), set-off, counterclaim, defense, abatement, suspension, deferment, deductible, reduction or termination by the Third Party Obligor, or (B) was billed to the appropriate Third party Obligor later than the sixty-first (61st) day prior to the last day such Purchased Receivable could have been billed to be eligible for payment under any agreement, statute, rule or regulation applicable to such Third Party Obligor. (v) The Provider does not have any guaranty of, letter of credit providing credit support for, or collateral security for, any Purchased Receivable, other than any such guaranty, letter of credit or collateral security as has been assigned to Purchaser, and any such guaranty, letter of credit or collateral security is not subject to any lien in favor of any other person. (vi) The services provided or equipment, merchandise and supplies sold or rented and reflected by each Purchased Receivable were medically necessary for the patient, and the fulfillment patient has received such services. (vii) The fees charged for the services or equipment, merchandise and supplies sold or rented constituting the basis for the Purchased receivables are consistent with the usual, customary and reasonable fees charged by other similar medical service providers in the Provider's community or the community in which the patient resides, whichever is less, for the same or similar service. (viii) The Third Party Obligor with respect to each Purchased Receivable is (A) not currently the subject of any bankruptcy, insolvency or receivership proceeding, nor is it unable to make payments on its obligations when due, (B) located in the United States, and (C) one of the following: (a) a party which in the ordinary course of its obligations business or activities agrees to pay for healthcare services received by individuals, including, without limitation, commercial insurance companies and non-profit insurance companies (such as Blue Cross and Blue Shield) issuing health, personal injury, workmen's compensation or other types of insurance, employers or unions which self-insure for employee or member health insurance, prepaid healthcare organizations, preferred provider organizations, health maintenance organizations or any other similar person, (b) a state, an agency or instrumentality of a state or a political subdivision of a state, or (c) the United States or an agency or instrumentality of the United States. (ix) The sale of Purchased Receivables hereunder is made in good faith and without intent to hinder, delay or defraud present or future creditors of the Provider. (x) The insurance policy, contract or other instrument obligating a Third Party Obligor to make payment with respect to any Purchased Receivable (A) does not contravene contain any lawprovision prohibiting the transfer of such payment obligation from the patient to the Provider, statute or contractual obligation of Provider; 9.2.2 This Agreement from the Provider to Purchaser (B) has been duly authorized and, together with the applicable Purchased Receivable, constitutes Provider’s the legal, valid and binding obligation enforceable against it of the Third Party Obligor in accordance with its terms, except as may be limited by (C) together with the applicable bankruptcyPurchased Receivable, insolvency, reorganization, moratoriumdoes not contravene in any material respect any requirement of law applicable thereto, and (D) was in full force and effect and applicable to the patient at the time the services constituting the basis for the Purchased Receivable were performed. (xi) The representations, warranties and statements made by the Provider in the Purchase Documents, any financial information with respect to the Provider delivered to Purchaser or any other similar laws now related documents, including, without limitations, with respect to the description of the Purchased Receivables in the Assignments, do not contain any untrue statement of material fact or hereafter in effect relating omit to creditors' rights generally; 9.2.3 No suit, action or arbitration, or legal administrative or other proceeding is pending or has been threatened against state a material fact necessary to make the statement made not misleading. None of the foregoing representations and warranties shall be deemed to constitute a guaranty by the Provider that would have a material adverse effect on the validity or enforceability of this Agreement or the ability of Provider to fulfill its commitments hereunder, or that could result in any material adverse change in the business or financial condition of Provider; and 9.2.4 To Provider’s knowledge, neither the System nor the Services infringe on any thir party’s intellectual property or other proprietary rights. If the System or Services become or are likely to become the subject of any third-party intellectual property infringement claim or action, Provider may, at Provider’s sole option and Provider’s sole expense, either: (i) replace such System or Services with a materially-equivalent System or Services free of the alleged infringement; (ii) modify or obtain a license for the System or Services to avoid the alleged infringemen ; or (iii) after Provider has demonstrated to Host its good-faith efforts to achieve the foregoing without success, terminate the applicable Services, to Purchased Receivables will be effective upon written notice. EXCEPT AS PROVIDED HEREIN AND AS MAY BE PROVIDED IN SECTION 5.6, THE SYSTEM, SERVICES, AND ANY SOFTWARE, HARDWARE, OR OTHER COMPONENT THEREOF, ARE PROVIDED AS IS WITHOUT ANY WARRANTY OF ANY KIND. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE E PRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWcollected by Purchaser.

Representations and Warranties of Provider. Provider hereby represents and warrants to Host thatBank, at as of the time of execution of this agreementdate hereof: 9.2.1 (a) Provider is duly organized, and validly existing in good standing under the laws of its State of incorporation and has the requisite corporatefull power and authority to execute, partnershipdeliver, or limited liability company capacity to enter into this Agreement and fulfill perform its obligations hereunderunder this Agreement; the execution, that the execution delivery, and delivery performance of this Agreement and the performance by Provider of its obligations hereunder have been duly authorized by all requisite action of its stockholders, partners or membersauthorized, and by its board are not in conflict with and do not violate any law or regulation applicable to Provider, or the terms of directors the articles of organization, operating agreement or other governing bodybylaws of Provider and will not result in a breach of or constitute a default under or require any consent under any indenture, loan, or agreement to which Provider is a party; (b) All approvals, authorizations, licensees, registrations, consents, and thatother actions by, subject to compliance and notices to, and filings with, any person that may be required in connection with the execution, delivery, and obtaining all required governmental approvals under any applicable regulatory laws or regulations governing the Services, including the sale or delivery of energy, the entering into performance of this Agreement and the fulfillment of its obligations hereunder does not contravene any lawby Provider, statute or contractual obligation of Providerhave been obtained; 9.2.2 This Agreement constitutes Provider’s legal(c) There is no material claim nor any material litigation, valid and binding obligation enforceable against it in accordance with its termsproceeding, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors' rights generally; 9.2.3 No suit, action or arbitration, investigation, or legal administrative or other proceeding controversy pending to which Provider is pending or has been threatened against the Provider a party, that would have a material adverse effect on the validity or enforceability of adversely affect this Agreement or the ability of Provider to fulfill its commitments hereunderAgreement; no such claim, litigation, proceeding arbitration, investigation, or that could result in any material adverse change in the business or financial condition of Provider; and 9.2.4 To controversy has, to Provider’s knowledge, neither the System nor the Services infringe on any thir party’s intellectual property been threatened or other proprietary rights. If the System or Services become or are likely is contemplated; to become the subject of any third-party intellectual property infringement claim or action, Provider may, at Provider’s sole option knowledge, no facts exist which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation, or controversy; and Provider’s sole expense, either: Provider is not subject to any agreement with any regulatory authority with respect to its operations adversely affecting this Agreement. (id) replace such System or Services with a materially-equivalent System or Services free of the alleged infringement; (ii) modify or obtain a license for the System or Services to avoid the alleged infringemen ; or (iii) after Provider has demonstrated to Host its good-faith efforts to achieve the foregoing without success, terminate the applicable Services, to be effective upon written notice. EXCEPT AS PROVIDED HEREIN AND AS MAY BE PROVIDED IN SECTION 5.6, THE SYSTEM, SERVICES, AND ANY SOFTWARE, HARDWARE, OR OTHER COMPONENT THEREOF, ARE PROVIDED AS IS WITHOUT ANY WARRANTY OF ANY KIND. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE E PRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWis not insolvent.