REPRESENTATIONS AND WARRANTIES OF SES. Except as set forth in the disclosure schedules attached hereto (the “Disclosure Schedules”), which Disclosure Schedules identify the Section (or, if applicable, subsection) to which such exception relates, SES hereby represents and warrants to each of the GE Entities (i) as of the date hereof and (ii) as of the Closing Date (or, in case of the foregoing clauses (i) and (ii), if made as of a specified date, as of such specified date), as follows:
REPRESENTATIONS AND WARRANTIES OF SES. 29 Section 4.1 Organization and Standing; Books and Records 29 Section 4.2 Corporate Power and Authority 29 Section 4.3 Conflicts 31 Section 4.4 Approvals 31 Section 4.5 No Material Adverse Effect 31 Section 4.6 Ownership of Equity Interests 32 Section 4.7 Capitalization of Splitco 34 Section 4.8 Title to Assets; Sufficiency 34 Section 4.9 Compliance with Law 35 Section 4.10 Litigation 36 Section 4.11 Intercompany Services 36 Section 4.12 Financial Statements 36 Section 4.13 Assets Other than Real Property Interests 37 Section 4.14 Real Property 38 Section 4.15 Satellite Assets 38 Section 4.16 Intellectual Property 40 Section 4.17 Contracts 42 Section 4.18 Permits 44 Section 4.19 Insurance 46 Section 4.20 Benefit Plans 47 Section 4.21 Environmental Matters 48 Section 4.22 Employee and Labor Matters 49 Section 4.23 Customers and Suppliers 50 Section 4.24 Government Contracts 50 Section 4.25 Brokers 51 Section 4.26 AsiaSat 51 Section 4.27 Disclaimer 52 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE GE ENTITIES 52 Section 5.1 Organization and Standing 52 Section 5.2 Corporate Power and Authority 53 Section 5.3 Conflicts; Consents and Approvals 53 Section 5.4 Class C Shares 54 Section 5.5 Brokers 54 Section 5.6 Absence of Litigation; Compliance with Laws 55 Section 5.7 Securities Matters 55 Section 5.8 Disclaimer 55 ARTICLE 6. COVENANTS AND AGREEMENTS 56 Section 6.1 Agenda and Draft Resolutions 56 Section 6.2 Shareholder Meeting 56 Section 6.3 Access and Information 56 Section 6.4 Conduct of Transferred Businesses 58 Section 6.5 Closing Documents 61 Section 6.6 Efforts to Consummate; Further Assurances 61 Section 6.7 Government Approvals; Reasonable Best Efforts 62 Section 6.8 Notification by the Parties 64 Section 6.9 Intercompany Debt 65 Section 6.10 2006 Annual Dividend Record Date 65 Section 6.11 Insurance Policies 65 Section 6.12 Confidentiality; Access to Records after Closing 66 Section 6.13 Valuation Results 67 Section 6.14 Cooperation with Respect to Financial Reporting 67 Section 6.15 Customer Introductions 67 Section 6.16 Satlynx 67 Section 6.17 Non-Solicitation of Certain Customers 69 Section 6.18 Non-Solicitation of Employees 69 Section 6.19 Leuk 70 Section 6.20 103 Degree EL Orbital Position 71 Section 6.21 [Reserved] 71 Section 6.22 Employee Agreements; Employee Benefit Plans 71 Section 6.23 Parent Covenant 72 Section 6.24 Leuk Teleport Utilization 72 Section 6.25 Amendment of Certain Satlynx Agreements 72 Section 6.26 Dividends 73 Section 6.2...
REPRESENTATIONS AND WARRANTIES OF SES. SES hereby represents and warrants to, and agrees with, Hongye as follows:
REPRESENTATIONS AND WARRANTIES OF SES. SES represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SES. SES represents, covenants and warrants to the Batchfire Shareholder that:
REPRESENTATIONS AND WARRANTIES OF SES. As an inducement to, and to obtain the reliance of SCRE, SES represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF SES. SES hereby represents and warrants to, and agrees with, Zhongmo as follows:
