Common use of Representations Warranties and Covenants of the Parties Clause in Contracts

Representations Warranties and Covenants of the Parties. 11.1 Representations and Warranties of CyberSource. CyberSource hereby represents and warrants to ICS the following: (a) Neither the execution of this Agreement by CyberSource nor the consummation of the transactions contemplated hereby which are to be performed by CyberSource violates the provisions of Section 500 the California General Corporation Law (the "GCL") as applicable to CyberSource. (b) All consents and approvals necessary or appropriate for CyberSource to execute this Agreement and to consummate the transactions contemplated hereby which are to be performed by CyberSource have been obtained, except for such consents and approvals the failure of which to obtain would not result in any material adverse effect on CyberSource or its shareholders; it being specifically understood that the effect of Sections 502, 503 and 506 of the GCL are expressly excluded from this representation. (c) To the best knowledge of CyberSource , the transfer by CyberSource of its internet commerce services business to ICS as provided in this Agreement in exchange for stock of ICS qualifies as a Section 351 transaction under the Internal Revenue Code.