Representations and Warranties of MCI. Except as set forth in the MCI Disclosure Schedule delivered by MCI to WorldCom prior to the execution of this Agreement (the "MCI Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), MCI represents and warrants to WorldCom as follows:
Representations and Warranties of MCI. Except as set forth in the MCI Disclosure Schedule delivered by MCI to BT at or prior to the execution of this Agreement (the "MCI Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), MCI represents and warrants to BT as follows:
Representations and Warranties of MCI. MCI represents and warrants to MRI as follows, as of the date of this Assignment Agreement:
Representations and Warranties of MCI. MCI represents and warrants as follows:
(a) MCI has taken all necessary corporate action to authorize the execution of this AGREEMENT and the transactions contemplated hereunder.
(b) Neither the execution and delivery of this AGREEMENT nor the consummation of the transactions contemplated hereby will violate any provision of the Articles of Incorporation or Bylaws of MCI; will violate, conflict with or result in breach or termination of or otherwise give any contracting party the right to terminate or constitute a default under the terms of any agreement or instrument to which MCI is a party or by which any of its property or assets may be bound; will result in the creation of any lien, charge or encumbrance upon the properties or assets of MCI, or will violate any judgment, order, injunction, decree or award against or binding upon MCI, or upon its securities, property or business.
(c) All information supplied to GHIC by MCI is accurate and reliable information. None of the information supplied contains any untrue statement of a material fact or omits to make any statement of material fact necessary to make the statements therein not misleading.
(d) From and after the date hereof there will not have been and prior to the CLOSING DATE there will not be any material adverse changes in the financial position of MCI assets as set forth in the Balance Sheet except changes arising in the ordinary course of business;
(e) MCI is not and as of the CLOSING DATE will not be involved in any pending litigation not in the ordinary course of business or governmental investigation or proceeding not disclosed in writing to GHIC, and to the knowledge of the Shareholders no litigation or governmental investigation or proceeding beyond the ordinary course of business is threatened against MCI;
(f) As of the CLOSING DATE, MCI will be in good standing as a New YORK corporation;
(g) Neither the execution and delivery of the AGREEMENT nor the consummation of the transactions contemplated hereby will violate any provision of the Articles of Incorporation or Bylaws of MCI; will violate, conflict with or result in the breach or termination of or otherwise give any contracting party the right to terminate or constitute a default under the terms of any agreement or instrument to which MCI is a party or by which any of its property or assets may be bound; will result in the creation of any lien, charge or encumbrance upon the properties or assets of MCI, will violate any judgment, ord...
Representations and Warranties of MCI. 9 (a) Organization, Standing and Power................. 9 (b) Capital Structure................................ 9
Representations and Warranties of MCI. MCI hereby represents and warrants to Z-Tel as follows:
Representations and Warranties of MCI. Except as otherwise set forth in the "MCI Disclosure Schedule," referencing the appropriate section and paragraph numbers, to be provided to HealthDesk prior to the Closing Date, MCI and the Principal Shareholders represent and warrant to HealthDesk as set forth below. No fact or circumstance disclosed to HealthDesk by MCI shall constitute an exception to these representations and warranties unless such fact or circumstance is set forth in the MCI Disclosure Schedule. References herein to the "LLC" refer to MC Informatics LLC, a California limited liability company. Unless otherwise specified herein or the context otherwise requires, the representations apply to both MCI and the LLC.
Representations and Warranties of MCI. MCI represents and warrants that it is duly authorized and empowered to execute, deliver and perform this Amendment and Modification Agreement, the Consent of Guarantors and all other instruments referred to or mentioned herein to which it is a party, and all action on its part requisite for the due execution, delivery and the performance of this Amendment and Modification Agreement, the Consent of Guarantors and all other instruments referred to or mentioned herein to which it is a party, have been duly and effectively taken. This Amendment and Modification Agreement, the Consent of Guarantors and all other instruments referred to or mentioned herein to which it is a party, when executed and delivered, will constitute valid and binding obligations of MCI enforceable in accordance with their respective terms. Neither this Amendment and Modification Agreement, the Consent of Guarantors nor any of the other instruments referred to or mentioned herein to which it is a party violates any provisions of MCI's Articles of Incorporation, By-Laws, or any contract, agreement, law or regulation to which MCI is subject, and none of the foregoing require the consent or approval of any regulatory authority or governmental body of the United States or any state.
Representations and Warranties of MCI. 9 (a) Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 (b) Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3 -ii-
Representations and Warranties of MCI. MCI hereby warrants and represents to Micronetics as follows:
