Representations and Warranties of Foundation. Foundation represents, warrants and agrees as follows:
Representations and Warranties of Foundation. Foundation represents and warrants to Per-Se as follows:
Representations and Warranties of Foundation. Except (a) as disclosed in the correspondingly numbered section of the disclosure letter dated the date of this Agreement and delivered by Foundation to Alpha with respect to this Agreement immediately prior to the execution of this Agreement (the "Foundation Disclosure Schedule") (provided, however, that a matter disclosed in the Foundation Disclosure Schedule with respect to one representation or warranty shall also be deemed to be disclosed with respect to each other representation or warranty to the extent it is reasonably apparent from the text of such disclosure that such disclosure applies to or qualifies such other representation or warranty) or (b) as disclosed in Foundation's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission (the "SEC") on March 2, 2009 and any Quarterly Report on Form 10-Q filed with the SEC thereafter, and in each case publicly available prior to the date of this Agreement (collectively, the "Filed Foundation SEC Documents"), excluding any forward looking disclosures set forth in any "risk factor" section or under the heading "Forward-Looking Statements" or any similar sections containing disclaimers or cautionary forward looking disclosure in any of such Filed Foundation SEC Documents, provided that in no event shall any disclosure in any Filed Foundation SEC Documents qualify or limit the representations and warranties of Foundation set forth in Sections 3.2, 3.3, 3.5(a), 3.5(c), 3.7, 3.22, 3.23, 3.24 or 3.25 of this Agreement, Foundation represents and warrants to Alpha as follows:
Representations and Warranties of Foundation. (i) The representations and warranties of Foundation set forth in Sections 3.3, 3.6(b), 3.22, 3.23, 3.24 and 3.25 shall be true and correct in all respects, in each case, both as of the date of this Agreement and as of the Closing Date as though made on and as of such date, except to the extent any such representation or warranty is expressly made as of an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), (ii) the representations and warranties of Foundation set forth in Sections 3.2(a), 3.2(b) and 3.2(c) shall be true and correct in all but de minimis respects, in each case, both as of the date of this Agreement and as of the Closing Date as though made on and as of such date, except to the extent any such representation or warranty is expressly made as of an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), and (iii) the other representations and warranties of Foundation set forth in Article III shall be true and correct (without giving effect to any limitation on any representation or warranty indicated by the words “Foundation Material Adverse Effect,” “in all material respects,” “material” or similar terms) as of the date of this Agreement and as of the Closing Date as though made on and as of such date, except to the extent any such representation or warranty is expressly made as of an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date) except, in the case of this clause (iii), where the changes, effects, events or occurrences that resulted in any failures to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a Foundation Material Adverse Effect.
Representations and Warranties of Foundation. Foundation warrants it has delivered or caused to be delivered to Agency all plans, specifications and studies with respect to the Property and the Project and copies of all relocation notices, acknowledgments and waivers with respect to the Property.
Representations and Warranties of Foundation. The Foundation hereby represents and warrants to Vanguard as of the date hereof and on the Closing Date that:
Representations and Warranties of Foundation. The Foundation hereby represents, warrants and covenants to Acquisition Company as follows:
Representations and Warranties of Foundation. The Foundation hereby represents, warrants and covenants to Acquisition Company as follows: 2 (a) The Foundation is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. The Foundation has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery by the Foundation of this Agreement and the performance by the Foundation of its obligations hereunder have been duly and validly authorized by the Investment Committee of the Foundation, and no other action on the part of the Foundation is necessary to authorize the execution, delivery or performance by the Foundation of this Agreement or the consummation by the Foundation of the transactions contemplated hereby.
Representations and Warranties of Foundation. Except as set forth in the written disclosure schedule of even date herewith signed by the President of Foundation and delivered by Foundation to Acquisition Company on the date hereof (the "DISCLOSURE SCHEDULE"), Foundation hereby makes the following representations and warranties:
Representations and Warranties of Foundation. Foundation represents and warrants to the Company that (a) the authorized signatories of Foundation set forth on the signature page hereto have the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Foundation thereto, (b) this Agreement has been duly authorized, executed and delivered by Foundation, and is a valid and binding obligation of Foundation, enforceable against Foundation in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Foundation as currently in effect, (d) the execution, delivery and performance of this Agreement by Foundation does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Foundation, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Foundation is a party or by which it is bound, (e) as of the date of this Agreement, Foundation is deemed to beneficially own in the aggregate 1,311,850 shares of Common Stock, and (f) as of the date hereof, Foundation does not currently have, and does not currently have any right to acquire or any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produ...
