REPRESENTATIONS AND WARRANTIES OF REI. REI hereby represents and warrants to R-CUBE and Seller that:
REPRESENTATIONS AND WARRANTIES OF REI. REI represents and warrants to the Trust as follows:
(a) the making and performance of this Agreement have been duly authorized by all necessary corporate action of REI;
(b) this Agreement has been duly executed and delivered by REI and constitutes a valid and binding agreement of REI enforceable against it in accordance with its terms, except to the extent limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application related to the enforcement of creditor's rights generally and (ii) general principles of equity; and
(c) REI had valid title to the Contribution Shares transferred by it to the Trust free and clear of all claims, liens, charges, encumbrances and security interests, and upon delivery of the Contribution Shares the Trust acquired good title to the Contribution Shares, free and clear of any claims, liens, charges, encumbrances or security interests.
REPRESENTATIONS AND WARRANTIES OF REI. REI hereby represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF REI. 13 3.1 Organization; Good Standing; Qualification and Power..............13 3.2
REPRESENTATIONS AND WARRANTIES OF REI. Each representation and warranty of REI contained in this Purchase Agreement and each representation and warranty made by each Qualified Designee in an Assignment and Assumption Agreement that (a) is qualified by a reference to materiality shall be true and correct in all respects as of the Closing as though such representation and warranty was made on and as of such time (except to the extent a different date is specified therein, in which case such representation and warranty shall be true and correct as of such date), (b) is not so qualified, shall be true and correct as of the Closing as though such representation and warranty was made on and as of such time (except to the extent a different date is specified therein, in which case such representation and warranty shall be true and correct as of such date) except with such exceptions in the case of this clause (b) as could not reasonably be expected to preclude REI or such Qualified Designee, as the case may be, in any material respect from consummating the transactions contemplated by this Purchase Agreement. At the Closing, the Seller will have received a certificate, dated the Closing Date and duly executed by an authorized officer of REI, to the effect that the conditions set forth in this SECTION 9.01 have been satisfied with respect to REI.
REPRESENTATIONS AND WARRANTIES OF REI. 13 4.1 Organization; Authorization, etc.........................................13 4.2 No Breach or Default.....................................................13 4.3
REPRESENTATIONS AND WARRANTIES OF REI. REI hereby represents and warrants to PacSoft and Sellers that:
REPRESENTATIONS AND WARRANTIES OF REI. REI hereby represents and warrants to the Company and Sellers that:
REPRESENTATIONS AND WARRANTIES OF REI. REI hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF REI. As an inducement to QAD and the Lopker Parties to enter into this Agreement, REI represents and warrants to QAD that the following statements are true and correct as of the date hereof and will be true and correct as of the date of the Closing:
