Representations of Both Parties. The representations and warranties in Sections 13.1.4 and 13.2.4 shall continue in full force and effect for the term of this Agreement.
Representations of Both Parties. The representations in ------------------------------- this Section 16 shall continue in full force and effect for the term of this Agreement.
Representations of Both Parties. The representations and warranties in this Article XII shall survive the Closing Date and continue in full force and effect for the term of this Agreement.
Representations of Both Parties. (a) Each party represents that (b) it is a corporation, limited partnership or limited liability company duly organized and in good standing under the laws of the jurisdiction of its organization; (c) its execution and delivery of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all requisite action; (d) it has duly executed and delivered this Agreement; (e) this Agreement constitutes its valid and binding agreement, enforceable against such party in accordance with its terms; (f) its execution and delivery of this Agreement, and the performance of its obligations hereunder, do not and will not violate or conflict with, result in a breach or default under, entitle any Person to modify, accelerate or terminate any rights, remedies or other provisions of, or require the consent or approval of, or any notice to or filing with, any Person (other than the FCC) under (i) the constituent documents EXECUTION of such party, (ii) any law, rule, regulation, order, judgment or decree to which such party or its assets are subject or (iii) any instrument, agreement, arrangement or understanding by which such party is bound; (g) there are no actions, claims or other proceedings pending or, to the knowledge of such party, threatened against such party that seek to delay or enjoin the transactions contemplated hereby; and (h) it satisfies the eligibility and qualification requirements applicable to a holder of Licenses under the Communications Laws.
Representations of Both Parties. Each Party represents and warrants to the other Party as at the Commencement Date that:
20.1.1 it is duly incorporated and the execution, delivery and performance of this Agreement does not violate its constitution or charter documents, as applicable;
20.1.2 it has the power and has taken all corporate and other action required to enter into this Agreement and to authorise the execution and delivery of this Agreement and the performance of its obligations under this Agreement;
20.1.3 this Agreement constitutes a valid and legally binding obligation of it in accordance with its terms; and
20.1.4 to its knowledge, the execution, delivery and performance of this Agreement does not violate any existing law or any document or agreement to which it is a party or which is binding on it or any of its assets.
Representations of Both Parties. Each Party represents and warrants, effective as of the Effective Date and as of the Closing Date, that it has the power and authority to enter into and perform this Agreement, which constitutes valid and binding obligations on it in accordance with its terms. Supplier represents and warrants, effective as of the Effective Date and as of the Closing Date, that the execution and delivery of this Agreement and the performance by Supplier of its respective obligations hereunder do not and will not (i) violate or conflict with any provision of the respective certificate of incorporation or by-laws or similar organizational documents of Supplier, (ii) result in any violation or breach of, or constitute any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or a loss of a benefit under, any Transferred Business Contract (as defined in the APA), (iii) result in the creation of any Lien (as defined in the APA)(except for Permitted Liens) upon, or (iv) violate, conflict with or result in any breach under any provision of any Law applicable to Supplier, except, in the case of clauses (ii), (iii) and (iv), to the extent that any such breach, default, termination, cancellation, acceleration, loss, Lien, violation, conflict, breach or loss would not be material to the Supplier, taken as a whole.
Representations of Both Parties. 17 SECTION 13 - ASSIGNMENT OR OTHER CHANGE IN CORPORATE IDENTITY................. 17 SECTION 14 - HEADINGS ........................................................ 18 SECTION 15 - WAIVER .......................................................... 18 SECTION 16 - COUNTERPARTS .................................................... 18 SECTION 17 - GOVERNING LAW ................................................... 19 SECTION 18 - SEVERABILITY .................................................... 19 SECTION 19 - AMENDMENT ....................................................... 19
Representations of Both Parties. 32 14.0 Assignment/Change in Corporate Identity....................32 ---------------------------------------
Representations of Both Parties. 14.1 Each Party represents and warrants to the other Party, as of the Effective Date, that:
(a) the execution, delivery, and performance by it and any and all transactions contemplated hereby have been duly and validly authorized, and that it is an entity in good standing in its jurisdiction with the full power, ability and authority to enter into this Agreement and carry out its obligations hereunder;
(b) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing would not, individually or in the aggregate, reasonably be expected to materially adversely affect such Party’s ability to consummate the transactions contemplated herein or perform its obligations hereunder; and
(c) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws.
14.2 Each Party hereto agrees to execute any and all documents, and to do such other acts as are, reasonably necessary to perform its obligations under this Agreement and to carry out the purposes and intent of this Agreement.
Representations of Both Parties. 55 ARTICLE 14 ASSIGNMENT/CHANGE IN CORPORATE IDENTITY............................55 14.0 Assignment/Change in Corporate Identity...............................56 ARTICLE 15 SUBCONTRACTORS.....................................................57 15.0 Subcontractors........................................................57 ARTICLE 16