OHI » Topics » REPRESENTATIONS AND WARRANTIES OF BUYER

This excerpt taken from the OHI 8-K filed Nov 23, 2009.
REPRESENTATIONS AND WARRANTIES OF BUYER
 
As a material inducement to the Sellers to enter into and perform their respective obligations under this Option Agreement, in the event the Buyer delivers an Exercise Notice, the Buyer represents and warrants to Sellers as of the date hereof and as of the Closing Date as follows:
 
 
 5.1  
Organization and Good Standing.
 
The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland, and has all requisite corporate power and authority to conduct its business as presently conducted and to own and lease the properties and assets used in connection therewith.
 
 
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 5.2  
Power and Authorization.
 
The Buyer has all requisite corporate power and authority to enter into and perform its obligations under this Option Agreement.  The execution, delivery and performance by the Buyer of this Option Agreement have been duly authorized by all necessary corporate action on the part of the Buyer.  This Option Agreement has been duly and validly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and will constitute the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, in each case, subject to applicable bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally, general equitable principles, the discretion of courts in granting equitable remedies and matters of public policy.
 
 
 5.3  
Validity of Contemplated Transactions.
 
The execution, delivery and performance of this Option Agreement and the consummation by the Buyer of the transactions provided for herein, do not and will not (with or without the passage of time or the giving of notice):  (i) violate or conflict with the articles of incorporation or bylaws of Buyer, (ii) violate or conflict with any Law binding upon, or any permit, license, order, judgment or decree applicable to, Buyer or its Subsidiaries or their respective properties, (iii) conflict with, violate, result in a breach of or default or otherwise cause any loss of benefit under any material contract or agreement to which the Buyer is a party or by which it or its Subsidiaries or their assets are bound or give rise to any penalty, acceleration of any remedies, right of termination or otherwise cause any alteration of any rights or obligations of any party under any material contract or agreement to which the Buyer is a party or by which it or its Subsidiaries or their assets are bound or (iv) require any consent, notice, authorization, waiver of filing with any Governmental Entity or other Person except in the case of (ii) or (iii) above, for such violations, conflicts, breaches, defaults or losses as would not adversely affect the Buyer’s ability to consummate the transactions contemplated hereby in any material respect.
 
 
 5.4  
Consents.
 
Except for the consents, authorizations, waivers and filings set forth in Section 5.4 of the Buyer’s Disclosure Schedule (the “Buyer Consents”), no consent, authorization, waiver by or filing with any Governmental Entity or other Person is required in connection with the execution or performance of this Option Agreement or the consummation by the Buyer of the transactions contemplated hereby except for such consents, authorizations, waivers or filings, as to which the failure to obtain would not adversely affect the Buyer’s ability to consummate the transactions contemplated hereby in any material respect.
 
 
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 5.5  
Brokers.
 
No Person acting on behalf of the Buyer or any of its Affiliates or under the authority of any of the foregoing is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee with respect to which any Seller or any of their respective Affiliates will be liable in connection with any of the transactions contemplated by this Agreement.
 
 
 5.6
Operator Matters.
 
The Buyer acknowledges that it has been advised by Seller that (a) neither Sellers nor the Casablanca Subsidiaries have ever operated or managed a nursing facility, assisted living facility and/or rehabilitation hospital, (b) neither Sellers nor the Casablanca Subsidiaries are associated or affiliated with Facility Operators other than through the respective Property Leases, and (c) Sellers provide the representations and warranties set forth in Sections 4.17 (Operator Matters), 4.19 (Medicare, Medicaid and Participation) and 4.20 (Health Care Compliance) of the Purchase Agreement insofar as such representations and warranties relate to Casablanca Tenants, the Facility Operators or the Casablanca Properties, solely for purposes of indemnification and risk allocation.
 
SECTION 6.   
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