McKesson 2005 Annual Report Download - page 227

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties of Seller Parties. Each Seller Party hereby represents and warrants to the Collateral Agent,
the Managing Agents and the Purchasers, as to itself, that:
(a) Corporate Existence and Power. Such Seller Party is a corporation duly organized, validly existing and in good standing under the
laws of its state of incorporation, and is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all
corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in
which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse
Effect.
(b) Power and Authority; Due Authorization Execution and Delivery. The execution and delivery by such Seller Party of this Agreement
and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of
Seller, Seller’s use of the proceeds of purchases made hereunder, are within its corporate powers and authority and have been duly authorized
by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has
been duly executed and delivered by such Seller Party.
(c) No Conflict. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a
party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation
or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a
party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or
its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Material Subsidiaries
(except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material
Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.
(d) Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or
other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by
such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations
hereunder and thereunder.
(e) Actions, Suits. Except for the Disclosed Matters, there are no actions, suits or proceedings pending, or to the best of such Seller
Party’s knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body,
that could reasonably be expected to have a Material Adverse Effect. Such Seller Party is not in default with respect to any order of any court,
arbitrator or governmental body.
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