REPRESENTATIONS AND WARRANTIES OF RICE Sample Clauses

REPRESENTATIONS AND WARRANTIES OF RICE. Rice hereby represents and warrants to the Partnership that:

REPRESENTATIONS AND WARRANTIES OF RICE. The representations and warranties of Rice set forth in Article V of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of specified date shall have been true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality” or “Rice Material Adverse Effect”) that would not have, individually or in the aggregate, a Rice Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF RICE. Except as set forth on the disclosure letter (regardless of whether or not a reference to a particular section of such disclosure letter is contained in this Article V) dated as of the date of this Agreement and delivered by Rice to the Vantage Sellers on or prior to the date of this Agreement (the “Rice Disclosure Letter”), and except as disclosed in the Rice SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein), Rice represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF RICE. Each of the representations and warranties of Rice set forth in Section 3.02 of the Priority Purchase Agreement is hereby restated and incorporated by reference in this Agreement as though set forth in this Agreement for the benefit of the Company.

REPRESENTATIONS AND WARRANTIES OF RICE. Rice represents and warrants to the Company: (a) Rice is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) Rice has the right and power and is duly authorized to enter into, execute, deliver, and perform this Agreement and the Priority Shareholder Agreement, and its officers, managers or agents executing and delivering this Agreement and the Priority Shareholder Agreement are duly authorized to do so. This Agreement and the Priority Shareholder Agreement have been duly and validly executed, issued and delivered and constitute the legal, valid, and binding obligation of Rice, enforceable in accordance with their respective terms. (c) Rice (i) is an "accredited investor," as that term is defined in Regulation D under the Securities Act; (ii) has such knowledge, skill, and experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of an investment in the Company and the suitability thereof as an investment, (iii) has received and reviewed all such financial and other information and records of the Company as it considered necessary or appropriate in deciding whether to purchase the Warrant and any securities issuable upon exercise of the Warrant, and the Company has made available to it the opportunity to ask questions of, and to receive answers and to obtain additional information from, representatives of the Company; (iv) all such additional information has been provided to and reviewed by it; and (v) it has the ability to bear the economic risks of losing its entire investment the Warrant and any securities issuable upon exercise of the Warrant. (d) Except as otherwise contemplated by this Agreement and the Priority Shareholder Agreement, Rice is acquiring the Priority Warrant and any securities issuable upon exercise of the Priority Warrant for investment for its own account and not with a view to any distribution thereof in violation of applicable securities laws. (e) Rice agrees that the certificates representing the Priority Warrant and any Issued Warrant Shares will bear the legends referenced in this Agreement, and the Priority Warrant or securities issuable upon exercise of the Priority Warrant and pursuant to the Priority Shareholder Agreement, as the case may be, will not be offered, sold, or transferred in the absence of registration or exemption under applicable securities laws. (f) Rice is...