Common use of REPRESENTATIONS AND WARRANTIES OF RMSI Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF RMSI. As a material inducement to Xxxxxxx to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the disclosure letter delivered at or prior to the execution hereof to Xxxxxxx (the "RMSI Disclosure Letter"), RMSI hereby represents and warrants to Xxxxxxx as follows; provided, however, that (i) none of the representations and warranties -------- ------- contained in this Article 3 reflect any matter relating to any of the entities, assets, businesses or operations acquired or to be acquired by RMSI or any RMSI Subsidiary in connection with any of the pending or completed acquisitions disclosed on Schedule 6.2(a)(xiii) hereto (the "RMSI Acquisition Matters") and (ii) no RMSI Acquisition Matter will in any event constitute or be deemed to constitute a breach of any of the representations or warranties contained in this Article 3.

Appears in 2 contracts

Samples: Merger Agreement (Merkert American Corp), Merger Agreement (Monroe James L)

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REPRESENTATIONS AND WARRANTIES OF RMSI. As a material inducement to Xxxxxxx to Merkxxx xx enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the disclosure letter delivered at or prior to the execution hereof to Xxxxxxx Merkxxx (the xxe "RMSI Disclosure Letter"), RMSI hereby represents and warrants to Xxxxxxx as Merkxxx xx follows; provided, however, that (i) none of the representations and warranties -------- ------- contained in this Article 3 reflect any matter relating to any of the entities, assets, businesses or operations acquired or to be acquired by RMSI or any RMSI Subsidiary in connection with any of the pending or completed acquisitions disclosed on Schedule 6.2(a)(xiii) hereto (the "RMSI Acquisition Matters") and (ii) no RMSI Acquisition Matter will in any event constitute or be deemed to constitute a breach of any of the representations or warranties contained in this Article 3.

Appears in 2 contracts

Samples: Merger Agreement (Ultimate Food Sales Inc), Merger Agreement (Butler Bruce A)

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REPRESENTATIONS AND WARRANTIES OF RMSI. As a material inducement to Xxxxxxx to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the disclosure letter delivered at or prior to the execution hereof to Xxxxxxx (the "RMSI Disclosure Letter"), RMSI hereby represents and warrants to Xxxxxxx as follows; provided, however, that (i) none of the representations and warranties -------- ------- contained in this Article 3 reflect any matter relating to any of the entities, assets, businesses or operations acquired or to be acquired by RMSI or any RMSI Subsidiary in connection with any of the pending or completed acquisitions disclosed on Schedule 6.2(a)(xiii) hereto (the "RMSI Acquisition Matters") and (ii) no RMSI Acquisition Matter will in any event constitute or be deemed to constitute a breach of any of the representations or warranties contained in this Article 3.

Appears in 1 contract

Samples: Merger Agreement (Richmont Marketing Specialists Inc)

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