CME Ltd currently meets, and shall take commercially reasonable steps to continue to meet, the "registrant eligibility" requirements set forth in the general instructions to Form S-3 applicable to both "primary" and "resale" registrations on Form S-3.
CME Ltd. HEREBY EXPRESSLY DISCLAIMS ALL LIABILITIES AND RESPONSIBILITIES FOR ANY WARRANTY NOT EXPRESSLY APPLICABLE TO IT AND INCLUDED IN PART A(2) AND PART C SCHEDULE 1, AS WELL AS ANY STATEMENT OR INFORMATION THAT WAS MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLER OR ANY OF HIS AFFILATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE SELLER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF CME LTD. OR AN AFFILIATE THEREOF) AND NONE OF CME LTD., ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATIONS IN CONNECTION THEREWITH.
CME Ltd. Warranties
CME Ltd and Fuchsmann agree to enter into the TV Media Planet Transfer Agreement (as defined below) to transfer a 30% ownership interest in TV Media Planet to CME Ltd. (the "TV Media Planet Sale Transfer");
CME Ltd is the sole Beneficial Owner of the Company and is the indirect owner of the Studio 1+1 and Kino Group (as defined below) and has caused, or prior to Closing will cause, the Company to become the indirect owner of 100% of the ownership interests of each of (i) Studio 1+1 LLC, a limited liability company organized and existing under the Laws of Ukraine ("Studio 1+1"), (ii) Gravis-Kino LLC, a limited liability company organized and existing under the Laws of Ukraine ("Gravis"), (iii) TOR LLC, a limited liability company organized and existing under the Laws of Ukraine ("TOR"), (iv) ZHYSA LLC, a limited liability company organized and existing under the Laws of Ukraine ("ZHYSA"), (v) TV Stimul ("Stimul"), a limited liability company organized and existing under the Laws of Ukraine, (vi) Ukrpromtorg-2003 LLC ("Ukrpromtorg"), a limited liability company organized and existing under the Laws of Ukraine, (vii) Ukrainian Media Services LLC, a limited liability company organized and existing under the Laws of Ukraine ("UMS"), (viii) 1+1 Production LLC, a limited liability company organized and existing under the Laws of Ukraine ("1+1
CME Ltd s Pledge of Intercompany Loans;
(iii) the Borrower's Pledge of Intercompany Loans;
(iv) CME B.V.'s Pledge of Receivables and Intercompany Loans;
(v) the Agreement on Pledge of Dividends of Nova TV;
(vi) CME Programming Services' Pledge of Receivables;
(vii) CME Development Corporation's Pledge of Receivables;
(viii) the Borrower Pledge of Shares;
(ix) the Security Agency Agreement, and each other agreement, document or instrument entered into from time to time by any member of the Group in favour of the Security Agent and/or the Banks or designated as a Security Document by the Facility Agent and the Borrower or such member of the Group provided that such agreement, document or instrument secures, inter alia, the obligations of the Borrower hereunder and/or under any other Facility Document and has not been expressly released by the Security Agent and/or the Banks.
CME Ltd s Bank Accounts CME Ltd. shall ensure that no more than $5,000,000 in aggregate is standing to the credit of CME Ltd.'s Bank Accounts at any time unless the aggregate balance standing to the credit of CME Ltd.'s Bank Accounts which exceeds $5,000,000 at such time is derived from the issue by CME Ltd. of any share capital or the incurrence of any financial indebtedness (other than any financial indebtedness incurred for the purpose of refinancing any existing financial indebtedness of CME Ltd.) provided that such aggregate balance is reduced to below $5,000,000 within 30 days from the date on which such proceeds were credited to such account.
CME Ltd terminates the appointment of Xx Xxxxxx Delloye or Xx Xxxx X. Schwallie unless a replacement person is found whom the Facility Agent reasonably considers to be appropriate within 45 days of such person's employment being terminated; or
CME Ltd. Policies
CME Ltd covenants and agrees to defend, indemnify and hold harmless each of Kolomoisky, his Affiliates and their respective officers, directors, employees, agents, advisers, representatives, successors and assigns from and against any and all Losses resulting from or arising out of (i) any inaccuracy of any representation or warranty when made or deemed made by CME Ltd. herein; or (ii) any failure by CME Ltd. to perform any covenant or agreement hereunder or to fulfil any other obligation in respect hereof.
