Representations and Warranties of HEALTHSOUTH Clause Examples

The "Representations and Warranties of HEALTHSOUTH" clause sets out the specific statements and assurances that HEALTHSOUTH makes regarding its condition, operations, and legal compliance at the time of entering into an agreement. Typically, this clause covers matters such as the accuracy of financial statements, the absence of undisclosed liabilities, compliance with laws, and the authority to enter into the contract. By providing these representations and warranties, HEALTHSOUTH gives the other party confidence in the accuracy of key information and allocates risk if any of the statements prove to be false, thereby facilitating trust and transparency in the transaction.
Representations and Warranties of HEALTHSOUTH. HEALTHSOUTH hereby represents and warrants to Horizon/CMS as follows:
View SourceView Similar (2)
Representations and Warranties of HEALTHSOUTH. HEALTHSOUTH hereby represents and warrants to Advantage Health as follows:
View SourceView Similar (2)
Representations and Warranties of HEALTHSOUTH. HEALTHSOUTH hereby represents and warrants to Health Images as follows:
View Source
Representations and Warranties of HEALTHSOUTH. HEALTHSOUTH hereby represents and warrants to NSC as follows:
View Source
Representations and Warranties of HEALTHSOUTH. HEALTHSOUTH hereby represents and warrants to the Seller and the Shareholders as follows: 3.1. HEALTHSOUTH is a corporation, duly organized, validly existing and in good standing under the laws of Delaware. 3.2. HEALTHSOUTH has full corporate power and authority to own all of its properties and assets and to carry on its business as it is being conducted at the date of the execution of this Agreement and to enter into this Agreement, the Non-Competition Agreement and the Consent to Assignment of Lease Agreement.
View Source

Related to Representations and Warranties of HEALTHSOUTH

  • Representations and Warranties of ▇▇▇▇ XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of ▇▇▇▇▇ Xxxxx hereby represents and warrants to Novartis, as of the Effective Date of this Agreement, as follows: (a) Xxxxx owns or has the lawful right to grant the License. (b) Xxxxx has received no notice of any Claim by any Third Party or any Xxxxx employee that (a) such Third Party or employee has any rights to the Xxxxx Intellectual Property or the Compound that prevent Xxxxx from granting to Novartis the License; Manufacture or Commercialization of the Compound within the Field as contemplated hereby infringes any Third Party rights; or (c) the Xxxxx Patents (to the extent representing issued Patents) are invalid or unenforceable. (c) Product supplied by Xxxxx hereunder (a) will meet the applicable Product Specifications for the intended use, (b) will not be adulterated or misbranded within the meaning of the Act, and (c) will be Manufactured in accordance with GMPs; provided, however, that Xxxxx may supply Product not Manufactured in accordance with GMPs if specifically intended for non-human testing and as agreed to in writing by Novartis. (d) Xxxxx has provided to Novartis a redacted text of the BMS License Agreement. None of the terms redacted from the BMS License Agreement impair, or have the ability to impair, Xxxxx’x ability to perform its obligations under this Agreement or Novartis’ rights under the License. Xxxxx has not received any notice or other communication from BMS regarding any breach by Xxxxx of its obligations under the BMS License Agreement. (e) Other than the BMS License Agreement, to Xxxxx’x knowledge as of the Effective Date, after reasonable inquiry of existing information reasonably available to Xxxxx, there are no other agreements to which Xxxxx is a Party or to which Xxxxx is subject which impair, or have the ability to impair, Xxxxx’x ability to perform its obligations under this Agreement or Novartis’ rights under the License. (f) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no errors in the inventorship set forth in any of the Patent applications comprising Xxxxx Patents. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (g) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), there is no litigation threatened, impending or existing relating to the Xxxxx Intellectual Property. (h) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), and except for any items cited or referred to in any of the Xxxxx Patents, there are no publications, issued Patents, published Patent applications or public disclosures that could reasonably be expected to provide a sufficient basis to render invalid or unenforceable any of the Xxxxx Patents. (i) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no Third Party Patents, published Patent applications, or publications not yet disclosed to Novartis that could reasonably be expected to impair Novartis’ rights under the License.

  • Representations and Warranties of ▇▇▇▇▇▇ Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ Xxxxxxx represents and warrants to the Company as follows: