Common use of Representations, Warranties, Etc Clause in Contracts

Representations, Warranties, Etc. Borrower hereby represents, warrants, acknowledges and agrees to and with Bank as follows: (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in good standing in every other state wherein the conduct of its business or the ownership of its property requires such qualification; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and perform its obligations hereunder and has taken all necessary and appropriate corporate action to authorize the execution, delivery and performance of this Amendment; (c) The execution, delivery and performance by Borrower of this Amendment will not violate the terms of any instrument, document or agreement to which Borrower is a party, either individually or jointly, or by which Borrower or any of the property of Borrower is bound, or be in conflict with, result in a breach of or constitute (without giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation or imposition of any lien upon any of the property or assets of Borrower; (d) The Loan Agreement, as heretofore amended and as amended by this Amendment, and each other Loan Document remains in full force and effect, and each constitutes the valid and legally binding obligation of Borrower, enforceable in accordance with its terms; (e) No consent or approval or authorization of any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Amendment by Borrower or the validity and enforceability of this Amendment as to Borrower; (f) All of Borrower's representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment; and (g) No Event of Default and no event which, with notice, lapse of time or both would constitute an Event of Default, has occurred and is continuing under the Loan Agreement or the other Loan Documents which has not been waived in writing by Bank.

Representations, Warranties, Etc. The Borrower and the Parent Guarantor each hereby represents, warrants, acknowledges and agrees to and with Bank as follows: certifies that: (a) the representations and warranties made or deemed made by the Borrower is a corporation duly organized, validly existing and each other Loan Party in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in good standing in every other state wherein the conduct of its business or the ownership of its property requires such qualification; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and perform its obligations hereunder and has taken all necessary and appropriate corporate action to authorize the execution, delivery and performance of this Amendment; (c) The execution, delivery and performance by Borrower of this Amendment will not violate the terms of any instrument, document or agreement Loan Documents to which Borrower any of them is a party, either individually or jointlyare true and accurate in all material respects (unless such representation and warranty includes a materiality standard, or by in which Borrower or any event it shall be true and correct in all respects) on and as of the property date hereof with the same force and effect as if made on and as of Borrower is boundthe date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects (unless such representation and warranty includes a materiality standard, in which event it shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted by the Loan Documents, (b) no Event of Default or be in conflict with, result in a breach of or constitute (without giving of notice or lapse of time or both) a default Default exists under any such instrument, document or agreement, or result in the creation or imposition of any lien upon any Loan Document as of the property date hereof or assets of Borrower; (d) The Loan Agreement, as heretofore amended and as amended by would exist immediately after giving effect to this Amendment, and each other Loan Document remains in full force and effect(c) no consent, and each constitutes the valid and legally binding obligation of Borrowerapproval, enforceable in accordance with its terms; (e) No consent or approval order or authorization of of, or registration or filing with, any governmental authoritythird party (other than any required filing with the SEC, bureau or agency which the Borrower agrees to file in a timely manner) is required in connection with the execution, delivery or performance and carrying out of this Amendment by Borrower or the validity or, if required, has been obtained, and enforceability of (d) this Amendment as to Borrower; (f) All has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of Borrower's representations and warranties contained in the Loan Agreement Borrower and the Parent Guarantor, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other Loan Documents are true similar laws affecting the rights of creditors generally and correct on the availability of equitable remedies for the enforcement of certain obligations contained herein and as may be limited by equitable principles generally. The Borrower and the Parent Guarantor each confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of Borrower's execution of this Amendment; and (g) No . Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders’ or Administrative Agent’s rights and no event which, with notice, lapse remedies (all of time or both would constitute an Event which are hereby reserved). The Borrower and the Parent Guarantor each expressly ratifies and confirms the waiver of Default, has occurred and is continuing under jury trial provisions contained in the Loan Agreement or the other Loan Documents which has not been waived in writing by BankDocuments.

Representations, Warranties, Etc. Borrower of CEA. CEA hereby represents, warrants, acknowledges and agrees to and with Bank Apollo as follows:, which representations, warranties, acknowledgments and agreements shall survive the execution hereof. (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in good standing in every other state wherein the conduct of its business or the ownership of its property requires such qualification; (b) Borrower CEA has the corporate right, power and authority to execute and execute, deliver this Amendment and perform its obligations hereunder the terms and has taken all 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 and appropriate corporate action to authorize this Agreement or to consummate the execution, delivery and performance of this Amendment;transactions so contemplated. (cb) The execution, delivery and performance by Borrower CEA of the terms and provisions of this Amendment Agreement and the consummation of the transactions contemplated hereby do not and will not violate the terms any provision of any instrument, document agreement or agreement instrument to which Borrower CEA is a party, either individually or jointly, party or by which Borrower or any of the property of Borrower it is bound, or be in conflict with, result in a breach to which any of its properties or constitute (without giving of notice or lapse of time or both) a default under any such instrument, document or agreementassets is subject, or result in the creation or imposition of any lien upon any of the property or assets of Borrower; (d) The Loan applicable law. CEA has duly executed and delivered this Agreement, as heretofore amended and as amended by this Amendment, and each other Loan Document remains in full force and effect, and each . This Agreement constitutes the legal, valid and legally binding obligation obligations of BorrowerCEA, 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). (ec) No consent consent, authorization or approval order of, or authorization of filing or registration with, any governmental authorityauthority or other person including, bureau or agency without limitation, the HSR Act, is required in connection with to be obtained or made by CEA for the execution, delivery or and performance by CEA of this Amendment by Borrower Agreement or the validity 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 enforceability 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 purchased or otherwise acquired by CEA pursuant to the Warrant are being or will be acquired by CEA for its own account for investment and not with a view to resale or distribution within the meaning of the Securities Act of 1933, as amended (the "Act") in a manner that violates the Act, (ii) CEA is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Act or a "qualified institutional buyer" as such term is defined in Rule 144A of the Act, (iii) CEA's financial situation is such that it can afford to bear the economic risk of holding the Warrant and the Warrant Shares for an indefinite period of time and suffer complete loss of its investment, (iv) CEA's knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, and (v) CEA will not sell or otherwise dispose of the Warrant or any Warrant Shares except in compliance with the Act, the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder and the terms of this Amendment as to Borrower; (f) All of Borrower's representations and warranties contained in Agreement, the Loan Stockholders Agreement and the other Loan Documents are true and correct on Proxy Agreement (each as defined in the Purchase Agreement). By making payment for, or taking delivery of, any Warrant Shares, CEA shall be deemed to have reaffirmed such representation at and as of the date of Borrower's execution such payment or delivery. (f) CEA will be unable to sell the Warrant or any Warrant Shares without either registration under the Act or the existence of this Amendment; andan exemption from such registration requirement, and that the shares of LCA Common Stock (as defined in the Purchase Agreement) into which the original shares will convert by virtue of the Merger (as defined in the Purchase Agreement), will by virtue of Rule 145 adopted by the Commission be subject to significant restrictions on resale so long as the Proxy Agreement remains in effect. (g) No Event Each certificate delivered to represent the Warrant or issued to represent Warrant Shares, or any certificate issued in exchange for any similarly legended certificate, shall bear the following legend until such time as, in the opinion of Default and counsel reasonably acceptable to Apollo, the legend specified below is no event which, with notice, lapse of time or both would constitute an Event of Default, has occurred and is continuing longer required under the Loan applicable requirements of the Act or applicable state securities or "blue sky" laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. (h) Neither Apollo nor the Corporation shall have any liability or obligation whatsoever to a Holder who is a Regulated Holder (as defined in the form of Warrant attached hereto) with respect to any Regulatory Problem (as defined in the form of Warrant attached hereto) that such Holder may have as a result of this Purchase Agreement or transactions contemplated hereby (except that this sentence shall not in any way amend, modify or otherwise affect in any way the other Loan Documents which has not been waived provisions of Section 6.4 of the Stockholders Agreement (as defined in writing by Bankthe Purchase Agreement).