Representations and Warranties of Parent, RHI and Sellers. Parent, RHI and each Seller, jointly and severally, hereby represent and warrant to Purchaser and the other Designated Purchasers as follows:
(a) Organization, Standing and Power. Parent and each Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated; and each Seller has the requisite corporate power and authority to own, directly or indirectly, the Acquired Assets owned by it and to carry on the operations of the Business as presently being conducted by it and is duly qualified or licensed to do business and is in good standing in each of the jurisdictions listed opposite such Seller's name on Schedule 4.01(a), which are all the jurisdictions in which the nature of the activities of the Business conducted or the character of the Acquired Assets owned, used or held for use therein require such qualification or licensing and the failure to be so qualified or licensed would adversely affect in any material respect the continuing conduct of the Business by such Seller as heretofore conducted, the value of the Acquired Assets or the amount of the Assumed Liabilities.
