Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 161)

of organization of such Borrower or such Subsidiary, in good standing under the laws of the jurisdictions of their respective

organization, (ii) are duly qualified and, to the extent such concept is

applicable in such jurisdiction, in good standing as foreign corporations (or the equivalent thereof) in each other jurisdiction

in which they own or lease property or in which the conduct of their

respective businesses requires them to so qualify or be licensed, except where the failure to so qualify or be licensed, either

individually or in the aggregate, could not reasonably be expected to have a

Material Adverse Effect, and (iii) have all requisite power and authority to own or lease and operate their properties and to

carry on their respective businesses as now conducted and as proposed to

be conducted.

(b) The execution, delivery and performance by each Borrower of this Agreement and its Notes, and the

consummation of the transactions contemplated hereby, are within such Borrower's powers, have been duly authorized by all

necessary action (including, without limitation, all necessary stockholders' action), and do not contravene (i) such Borrower's

charter or by-laws (or similar organizational documents), (ii) any law, statute, rule or regulation or any order, writ, judgment,

injunction, decree, determination or award or (iii) any contract, loan agreement, indenture, mortgage, deed of trust, lease or

other instrument binding on or affecting such Borrower, any of its Subsidiaries or any of their properties or assets.

Authority or any other third party is required for the due execution, delivery and performance by any Borrower of this

Agreement or any of its Notes, or for the consummation of any of the transactions contemplated hereby, except as have been

obtained or made and are in full force and effect.

(d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed

and delivered by each Borrower intended to be a party thereto. This Agreement is, and each of the Notes when delivered

hereunder will be, the legal, valid and binding obligation of each Borrower intended to be a party thereto, enforceable against

such Borrower in accordance with their respective terms, except to the extent that the enforceability thereof may be limited

by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect

relating to or affecting creditors' rights generally or by general principles of equity.

(e) The most recently completed annual Financial Statements of the Company and its Subsidiaries, copies of

which have been furnished to each Lender, fairly present the consolidated financial condition of the Company and its

Subsidiaries as at the date of such Financial Statements and the consolidated results of operations of the Company and its

Subsidiaries for the fiscal year of the Company ended on the date of such Financial Statements, all in accordance with

generally accepted accounting principles in effect at the time such Financial Statements were prepared.

(f) All information, exhibits and reports (other than financial statements, analysts' reports, projections and

assumptions) furnished by or on behalf of each Borrower to any Lender in connection with the negotiation of, or pursuant to

the terms of,

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 161