Transferor. has all necessary power and authority to enter into this Agreement and to execute all documents and instruments referred to herein or contemplated hereby and to consummate the transactions provided for herein and all necessary action has been taken to authorize the individuals executing this Agreement to do so. This Agreement has been duly and validly executed and delivered by Transferor and is enforceable against Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws and general principals of equity. This Agreement does not conflict with Transferor's Articles of Incorporation or Bylaws or any contract, document or instrument to which Transferor is a party or by which Transferor or any of its assets may be bound or affected. Transferor is not required to secure the consent of any third party to enter into this Agreement or to carry out the terms hereof, other than the consents from Owner and the consents specifically contemplated by the terms hereof with respect to the assignment of the Designated Operating Contracts. Transferor is not in default under any of the Operating Contracts or the Master Operating Contracts.
Appears in 7 contracts
Samples: Operations Transfer Agreement (Emeritus Corp\wa\), Operations Transfer Agreement (Emeritus Corp\wa\), Operations Transfer Agreement (Emeritus Corp\wa\)
