REPRESENTATIONS AND WARRANTIES OF SEAC. 64 Section 4.1 Organization; Authority; Enforceability 64 Section 4.2 Governing Documents 65 Section 4.3 Capitalization 65 Section 4.4 Brokerage 66
REPRESENTATIONS AND WARRANTIES OF SEAC. As an inducement to the Company to enter into this Agreement and consummate the transactions contemplated by this Agreement, except (a) for all representations and warranties of SEAC, as set forth in the applicable section of SEAC’s Disclosure Letter (subject to Section 8.13), or (b) for all representations and warranties of SEAC other than those set forth in Section 4.1, Section 4.3(a), Section 4.3(b), Section 4.3(c), Section 4.4, Section 4.9, and Section 4.10, as disclosed in any SEAC SEC Filings prior to the date hereof (excluding any disclosures in any “risk factors” section that do not constitute statements of facts, disclosures in any forward-looking statements, disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), SEAC hereby represents and warrants to NewCo and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SEAC. Except as set forth (a) in any SEAC SEC Report filed or furnished at least one (1) Business Day prior to the date hereof (excluding disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any “forward-looking statements” disclaimer and other disclosures that are generally cautionary, predictive or forward looking in nature) or (b) in the SEAC Disclosure Schedule, SEAC hereby represents and warrants to each of LG Parent, Studio HoldCo and StudioCo as follows:
REPRESENTATIONS AND WARRANTIES OF SEAC. 3 2.1 Organization of SEAC. 3 2.2 Authorization of Transaction. 3 2.3 Non-contravention. 3 2.4 Brokers’ Fees. 3 2.5 Litigation. 3 2.6 F-4. 3 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF VIDEOCON D2H 4 3.1 Organization, Qualification and Power. 4 3.2 Authorization of Transaction. 4 3.3 Capitalization. 4 3.4 Non-contravention. 5 3.5 Brokers’ Fees. 5 3.6 Assets. 5 3.7 Financial Statements; Indebtedness; Interim Conduct. 5 3.8 Undisclosed Liabilities. 6 3.9 Legal Compliance. 6 3.10 Tax Matters. 6 3.11 Real Property. 7 3.12 Intellectual Property. 7 3.13 Contracts. 8 3.14 Insurance. 9 3.15 Litigation. 9 3.16 Employees. 9 3.17 Employee Benefits. 9 3.18 Environmental, Health, and Safety Matters. 9 3.19 Business Continuity. 10 3.20 Certain Business Relationships with Videocon d2h. 10 3.21 Restrictions on Business Activities. 10 3.22 Regulatory Matters. 10 3.23 F-4. 10 3.24 Investment Company. 10
REPRESENTATIONS AND WARRANTIES OF SEAC. SEAC represents and warrants to Videocon d2h that the statements contained in this Article 2 are correct and complete as of the date hereof and as of the Closing Date.
