REPRESENTATIONS AND WARRANTIES REGARDING THE RSI COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES REGARDING THE RSI COMPANIES. As an inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement, except as set forth in the applicable section of the Company and Sellers’ Disclosure Letter, the Company represents and warrants to the Buyer as of the Effective Date and as of the Closing Date as follows:
Sample 1
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REPRESENTATIONS AND WARRANTIES REGARDING THE RSI COMPANIES. 44 Section 3.1 Organization; Authority; Enforceability 44 Section 3.2 Noncontravention 45 Section 3.3 Capitalization 45 Section 3.4 Financial Statements; No Undisclosed Liabilities 47 Section 3.5 No Material Adverse Effect 48 Section 3.6 Absence of Certain Developments 48 Section 3.7 Real Property 48 Section 3.8 Tax Matters 49 Section 3.9 Contracts 51 Section 3.10 Intellectual Property 54 Section 3.11 Data Security; Data Privacy 57 Section 3.12 Information Supplied 58 Section 3.13 Litigation 58 Section 3.14 Brokerage 58 Section 3.15 Labor Matters 58 Section 3.16 Employee Benefit Plans 60 Section 3.17 Insurance 62 Section 3.18 Compliance with Laws; Permits 63 Section 3.19 [Reserved] 63 Section 3.20 Title to and Sufficiency of Assets; No Bankruptcy 63 Section 3.21 Gaming 64 Section 3.22 Trade & Anti-Corruption Compliance 65 Section 3.23 Anti-Money Laundering Compliance 65 Section 3.24 Affiliate Transactions 66 Section 3.25 Compliance with Applicable Sanctions and Embargo Laws 66 Section 3.26 Inspections; Buyer’s Representations 67 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS 67 Section 4.1 Organization; Authority; Enforceability 68 Section 4.2 Capitalization 68 Section 4.3 Noncontravention 68 Section 4.4 Information Supplied 69 Section 4.5 Litigation 69 Section 4.6 Brokerage 69 Section 4.7 Investment Intent 69 Section 4.8 Compliance with Laws 70 Section 4.9 Inspections; Buyer’s Representations 70 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER 71 Section 5.1 Organization; Authority; Enforceability 71 Section 5.2 Capitalization 71 Section 5.3 Brokerage 73 Section 5.4 Trust Account 73 Section 5.5 Buyer SEC Documents; Controls 73 Section 5.6 Information Supplied; Proxy Statement 75 Section 5.7 Litigation 75 Section 5.8 Listing 75 Section 5.9 Investment Company 76 Section 5.10 Noncontravention 76 Section 5.11 Business Activities 76 Section 5.12 Investment Intent 77 Section 5.13 Tax Matters 77 Section 5.14 Compliance with Laws 79 Section 5.15 Inspections; Company and Sellers’ Representations 79 Section 5.16 Subscription Agreements 80 ARTICLE VI INTERIM OPERATING COVENANTS 80 Section 6.1 Interim Operating Covenants 80 Section 6.2 Interim Operating Covenants (Buyer) 84 ARTICLE VII PRE-CLOSING AGREEMENTS 86 Section 7.1 Commercially Reasonable Efforts; Further Assurances 86 Section 7.2 Trust & Closing Funding 87 Section 7.3 Listing 87 Section 7.4 LTIP 87 Section 7.5 Confidential Information 87 Section 7.6 Access to Information 88 Section 7.7 Notificatio...
Sample 1
REPRESENTATIONS AND WARRANTIES REGARDING THE RSI COMPANIES. As an inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement, except as set forth in the applicable section of the Company and Sellers’ Disclosure Letter, the Company hereby represents and warrants to the Buyer as follows:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES REGARDING THE RSI COMPANIES

  • Representations and Warranties Regarding the Company (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS Each Seller, severally and not jointly, represents and warrants to Purchaser as follows:

  • Representations and Warranties Regarding the Seller The Seller represents, warrants and covenants to the Purchaser that as of the date hereof and as of each Closing Date:

  • Representations and Warranties Regarding the Trust Depositor 17 Section 3.02. Representations and Warranties Regarding the Servicer 18 ARTICLE FOUR PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS 20 Section 4.01. Custody of Contracts 20 Section 4.02. Filing 21 Section 4.03. Name Change or Relocation 21 Section 4.04. Costs and Expenses 21 ARTICLE FIVE SERVICING OF CONTRACTS 22 Section 5.01. Responsibility for Contract Administration 22 Section 5.02. Standard of Care 22 Section 5.03. Records 22 Section 5.04. Inspection 22 Section 5.05. Trust Accounts 22 Section 5.06. Enforcement 24 Section 5.07. Trustees to Cooperate 25 Section 5.08. Costs and Expenses 25 Section 5.09. Maintenance of Security Interests in Motorcycles 26 Section 5.10. Successor Servicer/Lockbox Agreements 26 Section 5.11. Separate Entity Existence 26 ARTICLE SIX THE TRUST DEPOSITOR 26 Section 6.01. Covenants of the Trust Depositor 26

  • Representations and Warranties Regarding the Servicer The Servicer represents and warrants to the Trust, the Indenture Trustee and the Noteholders that:

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans, the Bond Insurer and the Bondholders, as of the Cut-off Date and the Closing Date, that:

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations and Warranties Respecting the Seller The Seller represents, warrants and covenants to the Purchaser as of the Initial Closing Date and each subsequent Closing Date or as of such date specifically provided herein or in the applicable Assignment and Conveyance:

  • Representations and Warranties Regarding the Trust Depositor By its execution of this Agreement, the Trust Depositor represents and warrants to the Trust, the Indenture Trustee and the Noteholders that:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

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