Common use of Hughes Clause in Contracts

Hughes. Hughes hereby represents and warrants that (i) it hax xxxxinex xx, prior to the Spin-Off Effective Time, will examine the Ruling and any other rulings issued by the IRS in connection with the Spin-Off, the Tax Opinions, each IRS Submission, the representation letters relating to the Tax Opinions and 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"), which to the extent related to Hughes shall be in form and substance reasonably satisfactory to Xxxxxs, and (ii) the facts presented and the representations madx xxxxein, to the extent descriptive of Hughes (including the business purposes for the Spin-Off, the reprxxxxxxtions in the Tax Materials to the extent that they relate to Hughes, the timing and amount of, and other circumstances relatxxx xo, any issuance of GM Class H Common Stock occurring prior to the completion of the Spin-Off and the plans, proposals, intentions and policies of Hughes), are true, correct and complete in all material respects; xxxxxded that Hughes makes no representation or warranty with respect to such faxxx xresented and representations made regarding those issuances that are specifically described in Section 6.1(b) below. The representations and warranties set forth in this Section 6.1(a) shall be true and correct as of the date hereof and at all times through and including the Spin-Off Effective Time.