ServiceMagic 2012 Annual Report Download - page 313

The Borrower represents and warrants to the Lenders that:
SECTION 3.01
Organization; Powers. Except as set forth in Schedule 3.01 , each of the Borrower and its
Material Subsidiaries is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and
is in good standing in, every jurisdiction where such qualification is required, except, in each case, where the failure to do so,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.02
Authorization; Enforceability . The Transactions (excluding use of proceeds) are within the
corporate or other organizational powers of the Loan Parties and have been duly authorized by all necessary corporate or other
organizational action. This Agreement has been and each other Loan Document will be duly executed and delivered by each Loan
Party party thereto. This Agreement constitutes, and each other Loan Document when executed and delivered will constitute a
legal, valid and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights or remedies generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 3.03
Governmental Approvals; No Conflicts . The Transactions (excluding use of proceeds) (a) do
not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i)
such as have been obtained or made and are in full force and effect or those which the failure to obtain would not be reasonably
expected to result in a Material Adverse Effect and (ii) the filings referred to in Section 3.12, (b) will not violate any applicable law
or regulation or the charter, by-laws or other organizational documents of the Borrower or any other Loan Party or any order of any
Governmental Authority except where any such violation would not reasonably expected to result in a Material Adverse Effect, (c)
will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any other
Loan Party or its assets except as would not reasonably expected to result in a Material Adverse Effect, and (d) will not result in the
creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries(other than any Permitted Lien).
SECTION 3.04
Financial Position . The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders’ equity and cash flows as of and for (a) the fiscal years ended December 31,
2011 and 2010 reported on by Ernst & Young LLP, independent public accountants and (b) the nine months ended September 30,
2012. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to
year
1end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above.
SECTION 3.05 Properties .
(a)
Each of the Borrower and its Material Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except for minor defects in title and Permitted Liens that do not interfere with its
ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or as, individually or
in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
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