Representations and Warranties of WorldCom Sample Clauses

Representations and Warranties of WorldCom. WorldCom represents and warrants to ILD as follows, which representations and warranties are made as of the date hereof and as of the Closing Date and shall survive the Closing:
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Representations and Warranties of WorldCom. The representations and ------------------------------------------ warranties of WorldCom set forth in this Agreement that are qualified by Material Adverse Effect or otherwise as to materiality shall be true and correct, and those that are not so qualified shall be true and correct except for failures to be true and correct as would not have a Material Adverse Effect on WorldCom as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent that such representations and warranties expressly relate to a specific earlier date (in which case such representations and warranties that are qualified by a Material Adverse Effect shall be true and correct, and those that are not so qualified shall be true and correct except for failures to be true and correct as would not, individually or in the aggregate, have a Material Adverse Effect on WorldCom, on and as of such earlier date).
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Representations and Warranties of WorldCom. WorldCom hereby ------------------------------------------ represents and warrants to Premiere as follows: (a) WorldCom is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. WorldCom has all requisite corporate power and authority to execute and deliver this Agreement and to perform its terms. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of WorldCom. This Agreement has been duly and validly executed by WorldCom and, assuming this Agreement constitutes a valid and binding agreement of Premiere, represents a valid and binding obligation of WorldCom, enforceable in accordance with its terms subject to the Bankruptcy Exception. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not conflict with or constitute a breach, violation or default, or create a Lien, under the Articles of Incorporation or Bylaws of WorldCom or any Law or any judgment, decree, governmental permit or license or permit, indenture, agreement or instrument of WorldCom or to which WorldCom is subject. (c) WorldCom Network Services, Inc., a wholly-owned subsidiary of WorldCom, owns good and marketable title to the WorldCom Assets free and clear of all Liens, and has the power and authority to transfer such Assets to Premiere pursuant hereto. (d) This Agreement, and all other documents and information furnished to Premiere by WorldCom pursuant hereto do not and will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements made and to be made not misleading.
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Representations and Warranties of WorldCom. WorldCom hereby ------------------------------------------ represents and warrants to Premiere as follows: (a) WorldCom is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. WorldCom has all requisite corporate power and authority to execute and deliver this Agreement and to perform its terms. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of WorldCom. This Agreement has been duly and validly executed by WorldCom and, assuming this Agreement constitutes a valid and binding agreement of Premiere, represents a valid and binding obligation of WorldCom, enforceable in accordance with its terms subject to the Bankruptcy Exception. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not conflict with or constitute a breach, violation or default, or create a lien, under the Articles of Incorporation or Bylaws of WorldCom or any law, rule or regulation or any judgment, decree, governmental permit or license or permit, indenture, agreement or instrument of WorldCom or to which WorldCom is subject. (c) WorldCom acknowledges that (i) the Premiere Shares issued to it under the Strategic Alliance Agreement have not been registered under the Securities Act or any applicable state securities laws and may not be transferred or otherwise disposed of unless so registered or an exemption from such registration is available, and (ii) Premiere has made no promise or other commitment regarding the registration of the Premiere Shares or the taking of any action required for the availability of any exemption from registration other than as set forth in Article 4 hereof. All of the Premiere Shares received by WorldCom pursuant to the Strategic Alliance Agreement have been acquired by WorldCom solely for investment. WorldCom has no present intention to distribute, sell, assign, transfer or otherwise dispose of the Premiere Shares. WorldCom understands that an investment in the Premiere Shares involves a substantial risk and that no representation has been made to WorldCom regarding the future performance of Premiere or the future market value of the Premiere Shares.
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Representations and Warranties of WorldCom. WorldCom represents and warrants to each of the other parties to this Agreement as follows: (a) each of the Debtor Entities have acted in good faith in the performance of their duties under the WorldCom Documents, the Obligations and the negotiation of this Agreement; (b) it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation or organization, and it is duly qualified to do business as a foreign corporation or entity and in good standing in all jurisdictions in which the failure to do so would have a material adverse effect on such party; (c) it has corporate power, and each has authority to execute, deliver and perform the provisions of this Agreement and all such action has been duly and validly authorized by all necessary corporate or other proceedings on its part; (d) this Agreement has been duly and validly executed by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with the terms of this Agreement; and (e) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated in this Agreement nor the performance of or compliance with the terms and conditions of this Agreement will violate any law or court order.
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Representations and Warranties of WorldCom. Except as set forth in the WorldCom Disclosure Schedule delivered by WorldCom to MCI prior to the execution of this Agreement (the "WorldCom Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), WorldCom represents and warrants to MCI as follows:
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Representations and Warranties of WorldCom. Each of the representations and warranties of WorldCom set forth in the Receivables Purchase Agreement are true and correct in all material respects and the Transferor hereby remakes all such representations and warranties for the benefit of the Agent, the Company, Sheffield, the Bank Investors and the Administrative Agent. Any document, instrument, certificate or notice delivered to the Company hereunder shall be deemed a representation and warranty by the Transferor.
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Representations and Warranties of WorldCom. WorldCom represents and warrants to the Company, Sheffield and the Bank Investors that: (a) Corporate Existence and Power. WorldCom is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted. WorldCom is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
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Related to Representations and Warranties of WorldCom

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Developer Developer represents and warrants to the City as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

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