CMGI Warranties Clause Samples

CMGI Warranties. CMGI hereby represents and warrants to Compaq as of --------------- the date hereof that: 7.2.1 CMGI is a corporation duly organized and validly existing under the laws of the state of its incorporation and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted; 7.2.2 The execution, delivery and performance by CMGI, Inc. (excluding its Affiliates) of this Agreement are within the corporate powers of CMGI, Inc. (excluding its Affiliates) and have been duly authorized by all necessary corporate action on the part of CMGI, Inc. (excluding its Affiliates). This Agreement constitutes a valid and binding agreement of CMGI, Inc. (excluding its Affiliates) enforceable against CMGI, Inc. (excluding its Affiliates) in accordance with its terms; 7.2.3 CMGI, Inc. shall cause its Affiliates to adhere to the terms of this Agreement; 7.2.4 The execution, delivery and performance by CMGI of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official; and 7.2.5 The execution, delivery and performance by CMGI of this Agreement do not and will not (i) violate the organizational documents of CMGI, (ii) violate any applicable law, judgment, injunction, order or decree, or (iii) require any notice or consent or other action by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of CMGI or to a loss of any benefit to which CMGI is entitled under, any agreement or other instrument binding upon CMGI or any license, franchise, permit or other similar authorization held by CMGI.