Common use of Representations and Warranties of VCI Clause in Contracts

Representations and Warranties of VCI. VCI hereby represents and ------------------------------------- warrants to the other parties hereto as follows: (a) VCI has the full right, power and authority to enter into, execute and deliver this Agreement and all the other Debt Documents to which VCI is a party. (b) VCI is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. VCI is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on VCI's financial position or its ability to conduct its business in the manner now conducted. (c) VCI has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which VCI is a party. This Agreement and all the other agreements, documents, and instruments contemplated hereby to which VCI is a party, are, and as of the Closing will be, the legal, valid and binding obligation of VCI, enforceable in accordance with their respective terms. (d) The representations and warranties of VCI set forth in the Merger Agreement are true and correct as of the date hereof. (e) The execution, delivery and performance by VCI of this Agreement and the other Debt Documents does not and will not (i) contravene or conflict with the Articles of Incorporation or bylaws of VCI, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to VCI or any part of its business, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which VCI is bound.

Representations and Warranties of VCI. VCI hereby ------------------------------------- represents and ------------------------------------- warrants to the other parties hereto as follows: (a) VCI has the full right, power and authority to enter into, execute and deliver this Agreement and all the other Debt Documents to which VCI is a party. (b) VCI is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. VCI is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on VCI's financial position or its ability to conduct its business in the manner now conducted. (c) VCI has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which VCI is a party. This Agreement and all the other agreements, documents, and instruments contemplated hereby to which VCI is a party, are, and as of the Closing will be, the legal, valid and binding obligation of VCI, enforceable in accordance with their respective terms. (d) The representations and warranties of VCI set forth in the Merger Agreement are true and correct as of the date hereof. (e) The execution, delivery and performance by VCI of this Agreement and the other Debt Documents does not and will not (i) contravene or conflict with the Articles of Incorporation or bylaws of VCI, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to VCI or any part of its business, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which VCI is bound.

Representations and Warranties of VCI. VCI hereby represents and ------------------------------------- warrants to the other parties hereto as follows: (a) VCI has the full right, power and authority to enter into, execute and deliver this Agreement and all the other Debt Documents to which VCI is a party. (b) VCI is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. VCI is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on VCI's financial position or its ability to conduct its business in the manner now conducted. (c) VCI has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which VCI is a party. This Agreement and all the other agreements, documents, and instruments contemplated hereby to which VCI is a party, are, and as of the Closing will be, the legal, valid and binding obligation of VCI, enforceable in accordance with their respective terms. (d) The representations and warranties of VCI set forth in the Merger Agreement are true and correct as of the date hereof. (e) The execution, delivery and performance by VCI of this Agreement and the other Debt Documents does not and will not (i) contravene or conflict with the Articles of Incorporation or bylaws of VCI, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to VCI or any part of its business, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which VCI is bound.