Representations and Warranties of Ford. Ford represents and warrants to Vastera as follows, except as set forth on the attached disclosure schedules, that:
Representations and Warranties of Ford. Capitalized terms used in this Part I of Schedule D but not otherwise defined in Article I (Definitions) of the Agreement or in the Loan Agreement have the meanings given to them in Annex 1 (Defined Terms for Specific Representations, Warranties and Covenants of Ford).
Representations and Warranties of Ford. (a) Ford represents that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is authorized to do business in the State of Michigan and has full power and authority to enter into this Agreement and to perform the terms hereof.
(b) Ford represents that the persons executing and delivering this Agreement on Ford's behalf are acting pursuant to proper authorization duly obtained and that this Agreement is the legal, valid and binding obligation of Ford, enforceable in accordance with its terms.
(c) Ford represents that the making and performance by Ford of this Agreement does not and will not violate the provisions of its Articles of Incorporation, Bylaws or any law, regulation or order of any Governmental Authority applicable to Ford, or result in a breach of, or constitute a default under, or require any consent or waiver which has not been obtained under, any agreement, instrument or document, or the provisions of any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority affecting Ford.
(d) Ford represents that as of the date hereof, no suit, action or arbitration, or legal, administrative or other proceeding is pending or to the best of its knowledge has been threatened against Ford that would affect the validity or enforceability of this Agreement or the ability of Ford to fulfill its commitments hereunder, or that would, if adversely determined, have a material adverse effect on the business or financial condition of Ford.
Representations and Warranties of Ford. Ford represents and warrants to CD Radio that:
(a) Ford is a corporation duly organized, validly existing and in good standing under the laws of State of Delaware. Ford has the power and authority and all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and to execute, deliver and perform its obligations under this Agreement. Ford is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification.
(b) The execution, delivery and performance by Ford of this Agreement has been duly authorized by all necessary corporate action, and does not and will not contravene the terms Ford's Articles of Incorporation or By-Laws, conflict with, or result in any breach or contravention of, any contractual obligation to which Ford is a party or any order, injunction, writ or decree of any governmental authority to which Ford or its property is subject or violate any requirement of law.
(c) This Agreement constitutes the legal, valid and binding obligation of Ford, enforceable against Ford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability.
Representations and Warranties of Ford. Ford represents and warrants to Visteon as of the date herxxx xxx xx xx xhe Closing Date that:
