Common use of REPRESENTATIONS AND WARRANTIES OF NRC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF NRC. NRC hereby represents and warrants to Investor as of the date hereof and as of the date of the Closing ("Closing Date") as follows: (a) NRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as now being conducted and to own or lease the assets and properties it now owns or holds under lease. (b) Subject to Stockholder Approval (as hereinafter defined), NRC has full corporate power and authority to execute and deliver this Agreement and to issue the Purchase Shares and to consummate the transactions contemplated on its part hereby. (c) Prior to the date hereof, the Board of Directors of NRC has duly approved this Agreement and has duly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by NRC and constitutes the legal, valid and binding obligation of NRC enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (collectively, the "Enforceability Exceptions"). Upon Closing, the Purchase Shares will have been duly authorized by NRC and validly issued, fully paid and nonassessable. (d) The authorized capital stock of NRC consists of 40,000,000 NRC Shares as of the date of this Agreement, 19,838,408 NRC Shares being issued and outstanding as of the date hereof and 1,915,113 NRC Shares being reserved for issuance as of the date hereof upon the exercise of currently outstanding options, warrants and other securities convertible into NRC Shares, all of which are described in the Company's Form 10-K for the year ended December 31, 1995 ("Form 10-K") and the Company's Form 10-Q for the quarter ended June 30, 1996 ("Form 10-Q"). All of the issued and outstanding NRC Shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in the Form 10-K and Form 10-Q, as of the date of this Agreement, there are no preemptive rights, options, warrants, calls, commitments or agreements of any nature to which the Company or any subsidiary or affiliate is a party or by which any of them is bound calling for the issuance or sale of shares of any class of capital stock of NRC or securities convertible into or exchangeable for shares of such capital stock. As of the date of this Agreement, neither the Company nor any of its subsidiaries or affiliates is a party to or otherwise bound by any agreement, instrument or commitment for the issuance, purchase or repurchase of any shares of capital stock of the Company, or entitled to the benefit of any option, right of first refusal or other elective privilege to purchase any shares of capital stock of the Company. Except as set forth in those documents entitled "Stock Purchase and Sale Agreement" dated April 15, 1996 between the Company and Investor and "Agreement dated April 15, 1996 between the Company and Investor" (collectively, "April 15 Agreements"), as of the date of this Agreement, neither NRC nor any of its subsidiaries or affiliates has granted to any person (i) the right to cause NRC to register any NRC Shares beneficially owned by such person under the 1933 Act or (ii) the right to include any NRC Shares beneficially owned by such person in any registration statement filed by NRC under the 1933 Act. (e) Neither the execution and delivery of this Agreement by NRC, nor the consummation of the transactions herein contemplated in accordance with the terms hereof, will, with or without notice and/or the passage of time, or both, (i) violate or result in a breach of or constitute a default under NRC's certificate of incorporation or by-laws, (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any public or governmental body, agency or authority applicable to the Company or any subsidiary or affiliate of the Company or by which any of their respective properties or assets may be bound, the violation of which could result in or reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of NRC and its subsidiaries, taken as a whole ("Material Adverse Effect"), (iii) except as set forth in Section 9(c) below, require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any public or governmental body, agency or authority, the failure of which could result in a Material Adverse Effect, or (iv) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage or other evidence of indebtedness, indenture, license, permit, concession, agreement or other instrument or obligation to which the Company or any subsidiary or affiliate is a party, or by which any of them or any of their respective properties or assets may be bound, which could result in a Material Adverse Effect. (f) Subject to Stockholder Approval and compliance with Sections 9 and 10 below, NRC has the absolute right, power, and authority to sell the Purchase Shares so as to vest in Investor complete and absolute title to the Purchase Shares free and clear of any lien, encumbrance, charge or claim and to execute, deliver and carry out the terms and provisions of this Agreement without the approval or consent of any third party. The Company, at Closing, will deliver to the Investor good and valid title to the Purchase Shares, free and clear of all liens, security interests, options, charges, beneficial interests, claims and encumbrances of any kind, except for restrictions on transfer imposed by this Agreement and under applicable securities laws. (g) There are no suits, actions, claims, proceedings or investigations pending or, to the best knowledge of the Company, threatened against, relating to or involving the Company or any subsidiary or affiliate of the Company or any properties or rights of the Company or any subsidiary or affiliate, before any court, arbitrator or administrative or governmental body, domestic or foreign, which if adversely determined would have a Material Adverse Effect. There are no such suits, actions, claims, proceedings or investigations pending or, to the best knowledge of the Company, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. (h) The Company is not an investment company, or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. (i) The Company is a "reporting company" as defined in Rule 902 of Regulation S. The Company is in full compliance with all filing obligations under Section 13 of the Securities Exchange Act of 1934 as amended ("1934 Act"). The Company has not offered the Purchase Shares to any person in the United States, any identifiable groups of U.S. citizens abroad, or to any U.S. Person. In connection with the transactions contemplated by this Agreement, the Company has not conducted any "directed selling efforts", as that term is defined in Rule 902 of Regulation S, nor has the Company conducted any general solicitation relating to the offer and sale of the Purchase Shares to persons resident within the United States or elsewhere. (j) The transactions contemplated hereby do not effect a "change of control" under any material agreement to which NRC or any of its subsidiaries or affiliates is a party.

REPRESENTATIONS AND WARRANTIES OF NRC. NRC hereby represents and warrants to Investor as of the date hereof and as of the date of the Closing ("Closing Date") as follows: (a) NRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as now being conducted and to own or lease the assets and properties it now owns or holds under lease. (b) Subject to Stockholder Approval (as hereinafter defined), NRC has full corporate power and authority to execute and deliver this Agreement and to issue the Purchase Shares and to consummate the transactions contemplated on its part hereby. (c) Prior to the date hereof, the Board of Directors of NRC has duly approved this Agreement and has duly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by NRC and constitutes the legal, valid and binding obligation of NRC enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (collectively, the "Enforceability Exceptions"). Upon Closing, the Purchase Shares will have been duly authorized by NRC and validly issued, fully paid and nonassessable. (d) The authorized capital stock of NRC consists of 40,000,000 NRC Shares as of the date of this Agreement, 19,838,408 NRC Shares being issued and outstanding as of the date hereof and 1,915,113 NRC Shares being reserved for issuance as of the date hereof upon the exercise of currently outstanding options, warrants and other securities convertible into NRC Shares, all of which are described in the Company's Form 10-K for the year ended December 31, 1995 ("Form 10-K") and the Company's Form 10-Q for the quarter ended June 30, 1996 ("Form 10-Q"). All of the issued and outstanding NRC Shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in the Form 10-K and Form 10-Q, as of the date of this Agreement, there are no preemptive rights, options, warrants, calls, commitments or agreements of any nature to which the Company or any subsidiary or affiliate is a party or by which any of them is bound calling for the issuance or sale of shares of any class of capital stock of NRC or securities convertible into or exchangeable for shares of such capital stock. As of the date of this Agreement, neither the Company nor any of its subsidiaries or affiliates is a party to or otherwise bound by any agreement, instrument or commitment for the issuance, purchase or repurchase of any shares of capital stock of the Company, or entitled to the benefit of any option, right of first refusal or other elective privilege to purchase any shares of capital stock of the Company. Except as set forth in those documents entitled "Stock Purchase and Sale Agreement" dated April 15, 1996 between the Company and Investor and "Agreement dated April 15, 1996 between the Company and Investor" (collectively, "April 15 Agreements"), as of the date of this Agreement, neither NRC nor any of its subsidiaries or affiliates has granted to any person (i) the right to cause NRC to register any NRC Shares beneficially owned by such person under the 1933 Act or (ii) the right to include any NRC Shares beneficially owned by such person in any registration statement filed by NRC under the 1933 Act. (e) Neither the execution and delivery of this Agreement by NRC, nor the consummation of the transactions herein contemplated in accordance with the terms hereof, will, with or without notice and/or the passage of time, or both, (i) violate or result in a breach of or constitute a default under NRC's certificate of incorporation or by-laws, (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any public or governmental body, agency or authority applicable to the Company or any subsidiary or affiliate of the Company or by which any of their respective properties or assets may be bound, the violation of which could result in or reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of NRC and its subsidiaries, taken as a whole ("" Material Adverse Effect"), (iii) except as set forth in Section 9(c) below, require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any public or governmental body, agency or authority, the failure of which could result in a Material Adverse Effect, or (iv) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage or other evidence of indebtedness, indenture, license, permit, concession, agreement or other instrument or obligation to which the Company or any subsidiary or affiliate is a party, or by which any of them or any of their respective properties or assets may be bound, which could result in a Material Adverse Effect. (f) Subject to Stockholder Approval and compliance with Sections 9 and 10 below, NRC has the absolute right, power, and authority to sell the Purchase Shares so as to vest in Investor complete and absolute title to the Purchase Shares free and clear of any lien, encumbrance, charge or claim and to execute, deliver and carry out the terms and provisions of this Agreement without the approval or consent of any third party. The Company, at Closing, will deliver to the Investor good and valid title to the Purchase Shares, free and clear of all liens, security interests, options, charges, beneficial interests, claims and encumbrances of any kind, except for restrictions on transfer imposed by this Agreement and under applicable securities laws. (g) There are no suits, actions, claims, proceedings or investigations pending or, to the best knowledge of the Company, threatened against, relating to or involving the Company or any subsidiary or affiliate of the Company or any properties or rights of the Company or any subsidiary or affiliate, before any court, arbitrator or administrative or governmental body, domestic or foreign, which if adversely determined would have a Material Adverse Effect. There are no such suits, actions, claims, proceedings or investigations pending or, to the best knowledge of the Company, threatened challenging the validity or propriety of the transactions contemplated by this Agreement. (h) The Company is not an investment company, or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. (i) The Company is a "reporting company" as defined in Rule 902 of Regulation S. The Company is in full compliance with all filing obligations under Section 13 of the Securities Exchange Act of 1934 as amended ("1934 Act"). The Company has not offered the Purchase Shares to any person in the United States, any identifiable groups of U.S. citizens abroad, or to any U.S. Person. In connection with the transactions contemplated by this Agreement, the Company has not conducted any "directed selling efforts", as that term is defined in Rule 902 of Regulation S, nor has the Company conducted any general solicitation relating to the offer and sale of the Purchase Shares to persons resident within the United States or elsewhere. (j) The transactions contemplated hereby do not effect a "change of control" under any material agreement to which NRC or any of its subsidiaries or affiliates is a party.