REPRESENTATIONS AND WARRANTIES OF CKS. CKS represents and warrants to USWeb and Merger Sub, subject to the exceptions specifically disclosed in writing in the disclosure letter supplied by CKS to USWeb dated as of the date hereof and certified by a duly authorized officer of CKS (the "CKS Schedules"), as follows: 2.1
REPRESENTATIONS AND WARRANTIES OF CKS. CKS represents and warrants to USWeb that (a) CKS is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by CKS and the consummation by CKS of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CKS and no other corporate proceedings on the part of CKS are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by CKS and constitutes a legal, valid and binding obligation of CKS and, assuming this Agreement constitutes a legal, valid and binding obligation of USWeb, is enforceable against CKS in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) the execution and delivery of this Agreement by CKS do not, and the performance of this Agreement by CKS will not, (i) violate the Certificate of Incorporation or Bylaws of CKS, (ii) conflict with or violate any order applicable to CKS or any of its subsidiaries or by which they or any of their property is bound or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of CKS or any of its subsidiaries pursuant to, any contract or agreement to which CKS or any of its subsidiaries is a party or by which CKS or any of its subsidiaries or any of their property is bound, except, in the case of clauses (ii) and (iii) above, for violations, conflicts, breaches, defaults, rights of termination, amendment, acceleration or cancellation, liens or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on CKS; (e) the execution and delivery of this Agreement by CKS does not, and the performance of this Agreement by CKS will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except as may be required pursuant to the HSR Act, foreign antitrust or similar laws, B-3
