Representations as to TeleCorp. (a) TeleCorp is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and proposed to be conducted. TeleCorp has furnished to the Company and the Purchasers a true and correct copy of its Certificate of Incorporation and Bylaws as in effect on the date hereof and as of the Closing Date. TeleCorp is duly qualified to do business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary other than any such jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect on TeleCorp or would materially adversely affect the Transactions.
