Representations and Warranties of Rowan. Except as disclosed (a) in the Rowan SEC Documents filed prior to the date hereof (without giving effect to any amendment to any such Rowan SEC Document filed on or after the date hereof and excluding any disclosures set forth in any such Rowan SEC Document in any risk factor section, any disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or primarily cautionary in nature other than historical facts included therein), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure, or (b) in the disclosure schedule delivered by Rowan to Ensco immediately prior to the execution of this Agreement (the “Rowan Disclosure Schedule”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent), Rowan represents and warrants to Ensco as follows:
Representations and Warranties of Rowan. (a) Rowan has the requisite corporate power and authority to execute and deliver this Amendment. This Amendment has been duly and validly executed and delivered by Rowan and, assuming this Amendment constitutes the valid and binding agreement of Ensco, constitutes the valid and binding agreement of Rowan, enforceable against Rowan in accordance with its terms, except that such enforcement may be subject to the Remedies Exceptions.
Representations and Warranties of Rowan. Except as otherwise specifically provided herein or as "Previously Disclosed" to FNB, Rowan hereby makes the following representations and warranties to FNB. ("
Representations and Warranties of Rowan. 16 Section 10.1 - Organization 16 Section 10.2 - Corporate Powers; Consents, Absence of Conflicts 16 Section 10.3 - Binding Agreement 17 Section 10.4 - No Conflict with Agreements or Laws 17 Article 11- Covenants of Rowan 17 Section 11.1 - Maintenance of Organization 17 Section 11.2 - Absence of Conflicts 17 Section 11.3 - Legal and Regulatory Complliance 17 Section 11.4 - Permits and Licenses; Accreditation 17 Article 12- Term and Termination 17 Section 12.1 - Term 17 Section 12.2 - Termination 18 Article 13- Insurance; Indemnification 18 Section 13.1 - Insurance 18 Section 13.2 - Risk Management 18 Section 13.3 - Indemnification 19 Section 13.4 - Workers Compensation and Disability Insurance 19 Article 14- Restrictions on Academic Affiliations 19 Article 15- Miscellaneous Provisions 20 Section 15.1 - Approval 20 Section 15.2 - Dispute Resolution 20 Section 15.3 - Governing Law; Venue 20 Section 15.4 - Insertion of Provisions Required by Law 20 Section 15.5 - Assignment 20 Section 15.6 – No Third Party Beneficiary 21 Section 15.7 - Notices 21 Section 15.8 – No Solicitation; No Hire 21 Section 15.9 - Right to Audit 22 Section 15.10 - Health Care Liability 22 Section 15.11 - Legislation 22 Section 15.12 - Amendments 22 Section 15.13 - Severability 22 Section 15.14 - Counterparts 22 Section 15.15 - Waivers 22 Section 15.16 - Compliance 22 Section 15.17 - Confidentiality 22 Section 15.18 - HIPAA 22 Section 15.19 - Entire Agreement 22 Section 15.20 - Interpretation 22 Section 15.21 - Performance by Xxxxxx Professional Corporations 22 AFFILIATION AGREEMENT September 21, 2010 AFFILIATION AGREEMENT This Affiliation Agreement (sometimes referred to as ―this Agreement‖) is effective as of the 21st day of September, 2010, between The Xxxxxx Health System, a New Jersey nonprofit corporation, which among other responsibilities, operates an academic teaching hospital, Xxxxxx University Hospital (―Xxxxxx‖), with a principal address at Xxx Xxxxxx Xxxxx, Camden, New Jersey 08103 and Rowan University, a public institution of higher education, with a principal address at 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (―Rowan‖) (individually a ―Party‖ and collectively, the ―Parties‖).
Representations and Warranties of Rowan. 10 Section 3.1 Qualification, Organization, Subsidiaries, Capitalization 11 Section 3.2 Company Authority Relative to this Agreement; No Violation 13 Section 3.3 Reports and Financial Statements 15 Section 3.4 Internal Controls and Procedures 16 Section 3.5 No Undisclosed Liabilities 17 Section 3.6 Compliance with Law; Permits 17 Section 3.7 Absence of Certain Changes or Events 18 Section 3.8 Environmental Laws and Regulations 18 Section 3.9 Investigations; Litigation 18 Section 3.10 Investment Company 19 Section 3.11 Intellectual Property 19 Section 3.12 Properties 20 Section 3.13 Ownership and Maintenance of Drilling Units 20 Section 3.14 Tax Matters 20 Section 3.15 Employment and Labor Matters 22 Section 3.16 Employee Benefit Plans 23 Section 3.17 Insurance 26 Section 3.18 Opinion of Financial Advisor 26 Section 3.19 Material Contracts 26 Section 3.20 Finders or Brokers 28 Section 3.21 Anti-Bribery 28 Section 3.22 Export Controls and Sanctions 29 Section 3.23 Derivatives 29 TABLE OF CONTENTS (continued) Page
