Common use of Colonial's Representations, Warranties and Covenants Clause in Contracts

Colonial's Representations, Warranties and Covenants. Colonial represents, warrants and covenants that: (a) Colonial is a corporation existing and in good standing under the laws of the State of Delaware, (b) Colonial has the power and authority to enter into this Agreement and to consummate the transactions provided for herein. This Agreement and all of the documents executed and delivered by Colonial constitute the legal, valid, binding and enforceable obligations of Colonial and there are no claims or defenses, personal or otherwise, or offsets whatsoever to the enforceability or validity of this Agreement. (c) The execution, delivery and performance by Colonial of its obligations under this Agreement will not conflict with or result in a breach of any Applicable Law by which Colonial is bound or by any of the provisions of any contract to which Colonial is a party or by which Colonial is bound, or Colonial's articles of incorporation or by-laws. There is no action, suit, proceeding or investigation pending or, to Colonial's knowledge, threatened, before any agency, court or other Governmental Authority that relates to Colonial, this Agreement, the Colonial Pipeline or any Related Facility. (d) Colonial has not made a general assignment for the benefit of creditors, filed any voluntary petition of bankruptcy or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of substantially all of its assets, suffered the attachment or other judicial seizure of substantially all of its assets, admitted its inability to pay its debts as they come due, or made an offer of settlement, extension or compromise to its creditors generally. (e) Colonial shall promptly notify PTI of any matters pertaining to any damage or threatened damage to or loss of any part of the Telecommunications Network of which Colonial becomes aware. (f) Colonial shall respect PTI's right to use the Telecommunications Network. Colonial shall take all reasonable precautions against, and shall assume liability for, subject to the terms herein, any damage to the Telecommunications Network caused by Colonial or any of Colonial's employees, officers, directors, contractors, agents, licensees and/or concessionaires, as applicable (collectively, the "Colonial Parties"). (g) Colonial agrees to cooperate with and support PTI in connection with the compliance with any government requirements issued by any Governmental Authority and applicable to the Telecommunications Network. (h) Except as expressly stated in Subsections 10.1(a)-(g) above, Colonial makes no warranty to PTI or any other person or entity, whether express, implied or statutory, as to the description, quality, merchantability, completeness or fitness for any purpose of the Colonial Rights-of-Way (including, without limitation, for the purposes for which PTI may use the Colonial Rights-of-Way hereunder), or as to any other matter, all of which warranties are hereby excluded and disclaimed.