Q » Topics » 5. REPRESENTATIONS AND WARRANTIES

This excerpt taken from the Q 8-K filed Dec 21, 2009.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

 

Each of the Loan Parties party to this Agreement represents and warrants that:

 

Section 4.01.                Corporate Existence and Power.  Each Loan Party is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and has all corporate powers and all material governmental licenses, authorizations, qualifications, consents and approvals required to carry on its business as now conducted.

 

Section 4.02.                Corporate and Governmental Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party are within such Person’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official except, with respect to the Security and Pledge Agreement and the transactions contemplated thereby, as set forth in the Collateral Documents, and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of such Person or of any material agreement, judgment, injunction, order, decree or other instrument binding upon such Person or any Significant Subsidiary or result in the creation or imposition of any Lien on any material asset of such Person or any Significant Subsidiary (other than the Liens created by the Collateral Documents).

 

42



 

Section 4.03.                Binding Effect.  Each Loan Document (other than the Notes) constitutes a valid and binding agreement of each Loan Party thereto, and the Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of the Borrower, in each case enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general principles of equity.

 

Section 4.04.                Financial Information.

 

(a)           (i) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of each of December 31, 2007 and December 31, 2008 and the related consolidated statements of income and cash flows for each fiscal year ended December 31, 2006, December 31, 2007 and December 31, 2008, reported on by KPMG LLP and set forth in the Borrower’s Form 10-K for the fiscal year ended December 31, 2008 and (ii) the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2009 and the related consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year ended at the end of such quarter and set forth in the Borrower’s Form 10-Q for the quarter ended September 30, 2009, a copy of each of which has been made available to each of the Lenders, taken together, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date specified therein and their consolidated results of operations and cash flows for such period specified therein, except that the financial statements set forth in the Borrower’s Form 10-K for the fiscal year ended December 31, 2008 do not reflect the retrospective application of Financial Accounting Standards Board Staff Position APB 14-1, and subject, in the case of the financial statements described in clause (ii) of this Section 4.04(a), to changes resulting from audit and year-end adjustments and the absence of footnotes.

 

(b)           (i) The consolidated balance sheet of Corp. as of each of December 31, 2007 and December 31, 2008 and the related consolidated statement of income and cash flows for each fiscal year ended December 31, 2006, December 31, 2007 and December 31, 2008, reported on by KPMG LLP and set forth in Corp.’s Form 10-K for the fiscal year ended December 31, 2008 and (ii) the consolidated balance sheet of the Corp. as of September 30, 2009 and the related consolidated statements of income and cash flows for the portion of Corp.’s fiscal year ended at the end of such quarter and set forth in Corp.’s Form 10-Q for the quarter ended September 30, 2009 a copy of each of which has been made available to each of the Lenders, taken together, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of Corp. and its Consolidated Subsidiaries as of the date specified therein and their consolidated results of operations for the period specified therein, subject, in the case of the financial statements described in clause (ii) of this Section 4.04(b), to changes resulting from audit and year-end adjustments and the absence of footnotes.

 

This excerpt taken from the Q 8-K filed Mar 14, 2005.

5.     REPRESENTATIONS AND WARRANTIES

        Each party makes the following representations and warranties, as applicable, as of the Effective Date:

        5.1.    Due Incorporation or Formation; Authorization of Agreements    

        Each party is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each party has the full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Qwest is a wholly owned subsidiary of Qwest Corporation, which is a wholly owned subsidiary of Qwest Services Corporation, which is a wholly owned subsidiary of Qwest Communications International Inc., which is traded on the NYSE under the symbol "Q". The wireless business operated by Sprint is represented by a tracking stock that is traded on the NYSE under the symbol "PCS."

        5.2.    No Conflict; No Default    

        Neither the execution, delivery or performance of this Agreement nor the consummation by the parties of the transactions contemplated herein will conflict with, violate or result in a breach of (a) any applicable law, regulation, order, writ, injunction, decree, determination or award of any Governmental Authority, (b) any of the terms, conditions or provisions of the certificate of organization, bylaws or other governing documents of the party, or (c) any material agreement (including, but not limited to, the Sprint agreements with the Sprint Service Provider Affiliates, and the Sprint agreements pursuant to which Sprint provides its Sprint 3G Data Service in particular and the PCS Service in general) or instrument to which the party is or may be bound or to which any of its material properties, assets or businesses is subject. Neither party has received any currently effective notice of default under any agreement that could reasonably be expected to impair in any material respect its ability to perform under this Agreement.

        5.3.    Litigation    

        Except as provided below, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the party, threatened (in writing) against or affecting the party or any of its properties, assets or businesses which could, if adversely determined, reasonably be expected to have a material adverse effect on the party's ability to perform its obligations under this Agreement.

        Qwest acknowledges that certain of the Sprint Service Provider Affiliates have initiated or threatened claims against Sprint and that possible outcomes of such claims may have an adverse and material impact on Sprint's ability to provide service in the areas managed by such Sprint Service Provider Affiliates. If an adverse and material impact occurs, Sprint will provide notice of the impact as soon as practical.

        5.4.    Sprint Licenses    

        Sprint represents and warrants that it has adequate federal, state and local licenses to allow it to offer the PCS Services for the term of this Agreement and that it will use good faith efforts to maintain them for the duration of this Agreement.

EXCERPTS ON THIS PAGE:

8-K
Dec 21, 2009
8-K
Mar 14, 2005
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki