REPRESENTATIONS AND WARRANTIES OF METROPOLITAN. METROPOLITAN REPRESENTS AND WARRANTS TO SUMMIT THAT: 1. METROPOLITAN is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington. 2. METROPOLITAN is licensed, or qualified, and in good standing in each of the states where the laws require licensing or qualification in order to conduct METROPOLITAN'S receivable acquisition, collection and management activities, or METROPOLITAN is exempt under applicable law from such licensing or qualification. 3. The consummation of the transactions contemplated herein have been validly authorized and all requisite corporate action has been taken by METROPOLITAN to make this agreement binding upon METROPOLITAN in accordance with its terms. 4. The consummation of the transactions contemplated by this agreement are in the ordinary course of business of METROPOLITAN. 5. The execution and delivery of this agreement, the servicing of receivables by METROPOLITAN, the other services and transactions contemplated hereby, and the fulfillment of and compliance with the terms and conditions of this agreement, will not conflict with or result in a breach of any of the terms of METROPOLITAN's articles of incorporation, bylaws or any other agreement, instrument, law, regulation, rule, order, or judgment to which METROPOLITAN is now a party or by which it is bound. METROPOLITAN is not subject to any agreement, instrument, law, regulation, rule, order or judgment which would impair the ability of SUMMIT to collect its receivables or impair the value of SUMMIT'S receivables. 6. METROPOLITAN does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this agreement. 7. There is no action, suit, proceeding or investigation pending or threatened against METROPOLITAN which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of METROPOLITAN, or in any material impairment of the right or ability of METROPOLITAN to carry on its business substantially as now conducted, or which would draw into question the validity of this agreement or of any action taken or to be taken in connection with the obligations of METROPOLITAN contemplated herein, or which would be likely to impair materially the ability of METROPOLITAN to perform under the terms of this agreement. 8. No consent, approval, authorization or order of any court or ...
REPRESENTATIONS AND WARRANTIES OF METROPOLITAN. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed, Metropolitan hereby represents and warrants to Sky:
REPRESENTATIONS AND WARRANTIES OF METROPOLITAN. METROPOLITAN represents and warrants to WESTERN that:
