Representations and Warranties of RSI. Except as disclosed in the Disclosure Schedule delivered by RSI to JPFI prior to the execution of this Agreement (the "RSI Dis- closure Schedule") and making reference to the particular sub- section of this Agreement to which exception is being taken, RSI represents and warrants to JPFI as follows:
Representations and Warranties of RSI. 12 (a) Organization, Standing and Corporate Power....................... 12 (b) Subsidiaries.......................... 13 (c) Capital Structure..................... 13 (d)
Representations and Warranties of RSI. RSI hereby represents and warrants to the Company as follows:
Representations and Warranties of RSI. RSI hereby represents and warrants as follows:
Representations and Warranties of RSI. As an inducement to the Allied Parties to enter into this Agreement and to consummate the Transactions, RSI hereby represents and warrants to the Allied Parties that the following representations and warranties are true and correct as of the date of this Agreement and shall, except as may be specifically provided for in this Agreement or otherwise specifically agreed upon or waived, in each case in writing by the Allied Parties, be true and correct during the Pre-Closing Period and as of the Closing (the Parties hereby acknowledging and agreeing that an inadvertent omission from a Schedule to this Agreement by a Party shall not be deemed to be a breach of that Party's disclosure obligation if the omitted information is included on another Schedule that requires disclosure of the same information within the same or substantially similar subject matter context):
Representations and Warranties of RSI. RSI hereby represents and warrants to CNI and Merger Corp. as follows:
Representations and Warranties of RSI. Except as set forth in the RSI Disclosure Letter, RSI represents and warrants the following to Columbia:
Representations and Warranties of RSI. In order to induce the Bank to ------------------------------------- enter into this Agreement, RSI represents and warrants to the Bank that:
(i) The execution, delivery and performance of this Agreement by RSI have been duly authorized by all necessary corporate action and does not and will not require any consent or approval of its stockholders, violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, termination or award presently in effect having applicability to it or of its certificate of incorporation or bylaws, or result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which RSI is a party or by which it or its properties may be bound or affected; (ii) no authorization, consent, approval, license, exemption of or filing a registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary to the valid execution, delivery or performance by RSI of this Agreement; and (iii) this Agreement is a legal, valid and binding obligation of RSI enforceable against RSI in accordance with its terms.
(b) After giving effect to the consents and amendments contained herein, the representations and warranties contained in Article 4 of the Reimbursement Agreement are true and correct on and as of the Amendment Effective Date with the same force and effect as if made on and as of the Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
(c) After giving effect to the consents and amendments contained herein, the representations and warranties contained in Section 3.1 of the Merger Agreement are true and correct on and as of the Amendment Effective Date with the same force and effect as if made on and as of the Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
(d) No Default or Event of Default has occurred and is continuing or will exist under the Reimbursement Agreement as of the Amendment Effective Date.
(e) A true and correct copy of the Merger Agreement, together with all amendments and ...
Representations and Warranties of RSI. RSI represents and warrants to Nexgen the following, each of which representations and warranties shall be deemed material (and Nexgen, in executing, delivering and consummating the Agreement, has relied and will rely upon the correctness and completeness of each of them):
Representations and Warranties of RSI. RSI hereby represents and warrants to the Company that it (a) is the true and lawful record owner of the Warrants; (b) has full capacity, power and authority to enter into this Agreement and exercise the Warrants; and (c) has executed and delivered to the Company irrevocable Purchase Forms, dated the date hereof, attached hereto as Exhibit A with respect to the Series 2 Warrant and Exhibit B with respect to the Series 3 Warrant.
