Hughes. Hughes hereby represents and warrants that (i) it has examined (or will upon receipt examine) (A) the Ruling and any other rulings issued by the IRS in connection with the Split-Off, (B) the Tax Opinions, (C) each IRS Submission, (D) the representation letters relating to the Tax Opinions and (E) any other materials delivered or deliverable by GM and others in connection with the rendering by Tax Counsel of the Tax Opinions and the issuance by the IRS of the Ruling and such other rulings (all of the foregoing, collectively, the "Tax Materials") and (ii) the facts presented and the representations made therein, to the extent descriptive of Hughes (including the business purposes for the Split-Off and the representations in the Tax Materials to the extent that they relate to Hughes and the plans, proposals, intentions and policies of Hughes), are, or will be from the time presented or made through and including the Split-Off Effective Time, true, correct and complete in all material respects. Except for the Tax Allocation Agreements, there are no Tax sharing agreements and practices regarding Taxes and their payment, allocation and sharing between any former subsidiary or affiliate of GM (other than Hughes or a Subsidiary of Hughes), on the one hand, and Hughes or any Subsidiary of Hughes, on the other hand.
Hughes. ORION -------------------------------------------------------------------------------- HS601HP INTEGRATED TEST PLAN August 1996 /s/ ------------------------- Approved by HSC /s/ ------------------------- Approved by ORION HUGHES PROPRIETARY This document contains proprietary information, and except with written permission of Hughes Space and Communications Company, such information shall not be published, or disclosed to others, or used for any purpose and the document shall not be duplicated in whole or in part. Copyright 1996 Hughes Space and Communications Company Unpublished Work HUGHES PROPRIETARY TABLE OF CONTENTS Page
Hughes. Hughes hereby represents and warrants that (i) it has examined the Tax Opinions/Rulings and the Representation Letters, and (ii) the facts presented and the representations made therein, to the extent descriptive of Hughes or the Hughes Business or Raytheon or the Raytheon Business (including, without limitation, the business purposes for the Hughes Spin-Off, Telecom Spin-Off and Hughes Merger, the representations in the Representation Letters and Tax Opinions/Rulings to the extent that they relate to Hughes or the Hughes Business or Raytheon or the Raytheon Business, and the plans, proposals, intentions and policies of Hughes or Raytheon), are true, correct and complete in all material respects.
Hughes. Richard Austen-Baker has suggested that the perpetuation of the idea of 'meeting of minds' may come from a misunderstanding of the Latin term 'consensus ad idem', which actually means 'agreement to the same thing'. There must be evidence that the parties had each from an objective perspective engaged in conduct manifesting their assent, and a contract will be formed when the parties have met such a requirement. An objective perspective means that it is only necessary that somebody gives the impression of offering or accepting contractual terms in the eyes of a reasonable person, not that they actually did want to form a contract. The case of Carlill v Carbolic Smoke Ball Company is an example of a 'unilateral contract'. Obligations are only imposed upon one party upon acceptance by performance of a condition, disambiguation needed. In the United States, the general rule is that in "case of doubt, an offer is interpreted as inviting the offeree to accept either by promising to perform what the offer requests or by rendering the performance, as the offeree chooses." Offer and acceptance does not always need to be expressed orally or in writing. An implied contract is one in which some of the terms are not expressed in words. This can take two forms. A contract which is implied in fact is one in which the circumstances imply that parties have reached an agreement even though they have not done so expressly. For example, by going to a doctor for a checkup, a patient agrees that he will pay a fair price for the service. If one refuses to pay after being examined, the patient has breached a contract implied in fact. A contract which is implied in law is also called a quasi-contract, because it is not in fact a contract; rather, it is a means for the courts to remedy situations in which one party would be unjustly enriched were he or she not required to compensate the other. For example, a plumber accidentally installs a sprinkler system in the lawn of the wrong house. The owner of the house had learned the previous day that his neighbor was getting new sprinklers. That morning, he sees the plumber installing them in his lawn. Pleased at the mistake, he says nothing, and then refuses to pay when the plumber delivers the bill. Will the man be held liable for payment? Yes, if it could be proven that the man knew that the sprinklers were being installed mistakenly, the court would make him pay because of a quasi-contract. If that knowledge could not be proven, he wo...
Hughes.  Richard Austen-Baker has suggested that the perpetuation of the idea of 'meeting of minds' may come from a misunderstanding of the Latin term 'consensus ad idem', which actually means 'agreement to the [same] thing'. There must be evidence that the parties had each from an objective perspective engaged in conduct manifesting their assent, and a contract will be formed when the parties have met such a requirement. An objective perspective means that it is only necessary that somebody gives the impression of offering or accepting contractual terms in the eyes of a reasonable person, not that they actually did want to form a contract.
Hughes. The parties acknowledge that existence of the claims by Borrower against Hughes Network Systems as further described on Exhibit F ("Hughes Case"). Borrower agrees that Company shall bear no liability in connection with the Hughes Case and agrees to indemnify and defend Company therefrom pursuant to Borrower's indemnification obligation set forth above. Company agrees that Borrower shall be entitled to any and all proceeds in connection with its claim against Hughes.
Hughes. As disclosed in the Existing Environmental Reports, the real property comprising the Project was formerly owned by Hughes Electronics Corporation (“Hughes”). Seller acquired the Project from Hughes pursuant to a certain Real Property Purchase and Sale Agreement and Escrow Instructions (“Hughes Agreement”). Certain releases of Hazardous Materials occurred on the Project as a result of the former operations conducted on the Project by Hughes and/or Hughes’ predecessors. Hughes contracted with Hargis & Associates, Inc. (“Hargis”) to conduct both soil and groundwater investigations at the Project. The California Department of Toxic Substances Control (the “DTSC”) oversaw the investigations and remediations conducted by Hughes. Groundwater remediation related to an area referred to in the Existing Environmental Reports as SWMU-2 is ongoing and consists of groundwater extraction through wells accessed from time to time for measurement and sampling and treatment by charcoal adsorption. The DTSC is continuing to oversee this matter. SWMU-2 and the groundwater wells and remediation and treatment system are located outside of the Real Property at the locations shown on Exhibit “J” attached hereto (the “Hughes Wells”). Pursuant to the Hughes Agreement, Hughes retains the right to access the Project, to conduct the SWMU-2 groundwater monitoring and remediation and to conduct such other environmental investigation and undertake and complete such other cleanup, remediation or other actions as may be necessary under any action plans Hughes develops for the Project. Hughes’ entry rights to the Project are conditioned on Hughes providing to Seller (a) reasonable advance notice of the entry, (b) reasonable evidence of the existence of reasonable and customary commercial general liability insurance covering Hughes and Hughes’ contractor’s operations in connection with such entry (or, in the alternative, reasonable evidence that Hughes is providing equivalent self insurance coverage), and (c) a reasonably detailed written scope of work covering the intended activities. Hughes is also obliged to exercise Hughes’ reasonable best efforts to avoid unreasonably interfering with the activities and operations on the Project. At the Closing, Purchaser shall acquire the Real Property subject to the Hughes Agreement, including, but not limited to, the access provisions of the Hughes Agreement described above; provided, however, Seller hereby represents and warrants to Purchaser that to...