AHP Clause Samples

AHP. As of the date hereof each of the statements in this Section 12.1 shall be a true, accurate and full disclosure of all facts relevant to the matters contained herein, and such warranties and representations shall survive the execution of this Agreement. AHP hereby represents and warrants that: (a) AHP is a duly organized and validly existing Kansas corporation, which has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement; (b) All issued and outstanding shares of capital stock of AHP are owned by American Health Properties, Inc., a Delaware corporation, free and clear of any security interests, liens or encumbrances whatsoever; (c) All action required to be taken by AHP to consummate the transactions contemplated by this Agreement has been taken; and no further approval of any board, court, or other body is necessary in order to permit AHP to consummate the transactions contemplated by this Agreement; (d) There are no disputes, claims, actions, suits, or proceedings, arbitrations or investigations, either administrative or judicial, pending or, to the knowledge of AHP threatened or contemplated, against or affecting AHP or its business, operations, financial condition or assets or its ability to consummate the transactions contemplated herein, at law or in equity or otherwise, before or by any court or governmental agency or body, domestic or foreign, or before an arbitrator of any kind. AHP is not in default in respect of any judgment, order, writ, injunction, or decree of any court or governmental agency or body, domestic or foreign, or of any arbitrator of any kind, and the execution and delivery of this Agreement by AHP, and AHP’s performance of its obligations hereunder, will not constitute an event of default under any agreement by which AHP or its properties is bound or result in any encumbrance upon the properties or assets of AHP; and (e) AHP is acquiring its interest in the Partnership for investment and without a view to the distribution thereof.