Representations and Warranties of RAI Sample Clauses

Representations and Warranties of RAI. RAI hereby represents and warrants to IBUI as follows, except as otherwise set forth in the RAI Disclosure Schedule (items disclosed in one Section of such Schedule shall apply to all other Sections unless specified otherwise):

Representations and Warranties of RAI. RAI represents and warrants to Frontier as of the date hereof as follows:

Representations and Warranties of RAI. 12 Section 3.1. Organization and Qualification 12 Section 3.2. Capitalization of RAI 12 Section 3.3.Authority Relative to this Agreement; Recommendation 13 Section 3.4. SEC Reports; Financial Statements 13 Section 3.5. Information Supplied 14 Section 3.6. Consents and Approvals; No Violations 14 Section 3.7. No Default 14 Section 3.8 No Undisclosed Liabilities; Absence of Changes 14 Section 3.9. Litigation 15 Section 3.10. Compliance with Applicable Law 15 Section 3.11. Employee Benefit Plans; Labor Matters 15 Section 3.12. Environmental Laws and Regulations 16 Section 3.13. Tax Matters 16 Section 3.14. Title to Property 16 Section 3.15. Intellectual Property 17 Section 3.16. Insurance 17 Section 3.17. Vote Required 17 Section 3.18. Tax Treatment 17 Section 3.19. Affiliates 17 Section 3.20. Certain Business Practices 17 Section 3.21. Insider Interests 17 Section 3.22. Opinion of Financial Adviser 17 Section 3.23. Brokers 18 Section 3.24. Disclosure 18 Section 3.25. No Existing Discussions 18 Section 3.26. Material Contracts 18

Representations and Warranties of RAI. Except as set forth on the Disclosure Schedule delivered by RAI to ZMRT (the "RAI Disclosure Schedule"), RAI hereby represents and warrants to ZMRT as follows:

Representations and Warranties of RAI. RAI represents and warrants to Citibank as follows: (a) RAI has the full power and authority to execute, deliver and carry out the terms of this Agreement the Guarantee provided for in Paragraph 3 above, the Promissory Notes provided in Paragraph 4 above and to consummate the transactions contemplated hereby and thereby and has taken all necessary action (including, without limitation obtaining approval of its Board of Directors) to authorize the execution and delivery of this Agreement, the Guarantee provided for in Paragraph 3 above and the Promissory Notes provided in Paragraph 4 above and the performance of the transactions contemplated hereby and thereby. (b) This Agreement, the Guarantee provided for in Paragraph 3 above and the Promissory Notes provided in Paragraph 4 above have been duly and validly authorized, executed and delivered by RAI, and each constitutes the valid and binding agreement and obligation of RAI enforceable in accordance with their respective terms. (c) This Agreement has been executed by RAI based upon arms length negotiations between and among the Parties, including through their respective counsel, and RAI has had full and complete access to the information which it deems relevant to determining whether to sign this Agreement.

Representations and Warranties of RAI. RAI represents and warrants to the Acquiror that, except (a) as set forth in the Disclosure Schedule or (b) as set forth in the RAI SEC Documents filed since January 1, 2014, but prior to the date of this Agreement (excluding all disclosures in any “Risk Factors” section and any disclosures included in any such RAI SEC Documents that are cautionary, predictive or forward looking in nature):

Representations and Warranties of RAI. 14 5.1. CORPORATE..................................................................................14 5.2. AUTHORIZATION..............................................................................15 5.3.

Representations and Warranties of RAI. RAI represents, warrants and covenants to Midwest as of the date hereof as follows: