Common use of Representatives of the Purchaser Clause in Contracts

Representatives of the Purchaser. To induce the Grantor to enter into this Agreement, the Purchaser hereby represents and warrants to the Grantor that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (ii) it has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged; (iii) it has the corporate power and authority, and the legal right, to make, deliver and perform this Agreement and the Assignment and Assumption Agreements and has taken all necessary corporate action to authorize the transactions contemplated hereunder 25 25 and under the Assignment and Assumption Agreements on the terms and conditions of this Agreement and the Assignment and Assumption Agreements and to authorize the execution, delivery and performance of this Agreement and the Assignment and Assumption Agreements; (iv) no consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other Person is required in connection with the transactions contemplated by this Agreement or the Assignment and Assumption Agreements or with the execution, delivery, performance, validity or enforceability of this Agreement and the Assignment and Assumption Agreements; (v) it is in compliance with all requirements of law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser's ability to perform its obligations hereunder and under the Assignment and Assumption Agreements; (vi) this Agreement and any Assignment and Assumption Agreement entered into prior to or on the Execution Date has been duly executed and delivered on behalf of the Purchaser; (vii) this Agreement and any Assignment and Assumption Agreement entered into prior to or on the Execution Date constitute the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (viii) the execution, delivery and performance of this Agreement and any Assignment and Assumption Agreement entered into prior to or on the Execution Date and the transactions contemplated hereunder and under the Assignment and Assumption Agreements will not violate any requirement of law or contractual obligation of the Purchaser; (ix) no litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the knowledge of the Purchaser, threatened by or against the Purchaser or against any of its respective properties or revenue (a) with respect to this Agreement or the Assignment and Assumption Agreements or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a material adverse effect on the Purchaser's ability to perform its obligations hereunder and under the Assignment and Assumption Agreements; (x) effect on the Purchaser's ability to perform its obligations hereunder and under the Assignment and Assumption Agreements; (xi) no requirement of law or contractual obligation of the Purchaser could reasonably be expected to have a material adverse effect on the business, operations, property or condition (financial or otherwise) of the Purchaser; (xii) to the extent that the Purchaser is subject to regulation by the FCC, this Agreement is an inter-carrier agreement not subject to the filing requirements of Section 211(a) of the Communications Act; and (xiii) the Purchaser, to its knowledge after reasonable inquiry, knows of no event or basis which would prevent the Purchaser from meeting the Minimums under the Backbone Agreements and, to its knowledge after reasonable inquiry, knows of no dispute, claim or threatened action in connection with the Backbone Agreements.