McKesson 2005 Annual Report Download - page 231

(a) Existence and Power. Such Committed Purchaser is a corporation, limited liability company or a banking association duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all company power to perform
its obligations hereunder.
(b) No Conflict. The execution and delivery by such Committed Purchaser of this Agreement and the performance of its obligations
hereunder are within its company powers, have been duly authorized by all necessary company action, do not contravene or violate (i) its
certificate or articles of incorporation, formation or association or by-laws or limited liability company agreement, (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 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 its assets. This Agreement has been duly authorized, executed and delivered by such Committed
Purchaser.
(c) Governmental Authorization. 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 Committed Purchaser of this Agreement and the
performance of its obligations hereunder.
(d) Binding Effect. This Agreement constitutes the legal, valid and binding obligation of such Committed Purchaser enforceable against
such Committed Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether
such enforcement is sought in a proceeding in equity or at law).
ARTICLE V
CONDITIONS OF PURCHASES
Section 5.1 Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective as of the date hereof
upon satisfaction of each of the following conditions precedent on or prior to the Effective Date:
(a) The Collateral Agent shall have received fully executed copies of each of the documents listed on Schedule B in form and substance
acceptable to the Collateral Agent and each Managing Agent;
(b) Each of the representations and warranties set forth in Section 4.1 shall be true and correct on and as of the Effective Date as though
made on and as of such date (except where such representation or warranty relates to an earlier date, in which case as of such earlier date);
(c) Each of the representations and warranties set forth in the Tier-One Receivables Sale Agreement and Tier-Two Receivables Sale
Agreement shall be true and correct on and as of the Effective Date as though made on and as of such date (except where such representation
or warranty relates to an earlier date, in which case as of such earlier date);
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