Common use of Company SEC Documents Clause in Contracts

Company SEC Documents. (i) The Company has filed with the SEC all registration statements, proxy statements and other statements, reports, schedules, forms and other documents required to be filed by the Company with the SEC since January 1, 2009 through the date of this Agreement, and all amendments thereto (the “Company SEC Documents”). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the applicable rules and regulations of the SEC thereunder; and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable laws. (ii) As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC in comment letters with respect to any of the Company SEC Documents.

Company SEC Documents. (iExcept as set forth in Section 3.01(g) The of the Company Disclosure Schedule, the Company has filed with the SEC all registration statements, proxy statements and other statements, reports, schedules, forms forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company with the SEC since January October 1, 2009 through the date of this Agreement, and all amendments thereto 2002 (the “"Company SEC Documents”"). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (ortheir respective dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be) , and the applicable rules and regulations of the SEC thereunder; promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The Company SEC Documents identify all transactions required to bedisclosed pursuant to Item 404 of Regulation S-K ("Related Party Transactions"and any person described in Item 404 of Regulation S-K, a "Related Party"). As of the certifications and statements required by: (A) Rule 13a-14 date hereof, management has not determined that it will have, as of September 30, 2005, a material weakness in its internal controls. Except to the extent that information contained in any Company SEC Document has been revised or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 superseded by a later-filed Company SEC Document, none of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectivelycontains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable laws. (ii) As in light of the date of this Agreementcircumstances under which they were made, there are no unresolved comments issued by the staff of the SEC in comment letters with respect to any of the Company SEC Documents.not

Company SEC Documents. (i) The Company has and PanAmSat Corporation have filed with the SEC all registration statements, proxy statements and other statementsprospectuses, reports, schedules, forms forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by the Company it with the SEC since January 1, 2009 through 2002 (collectively, the date of this Agreement, and all amendments thereto (the “Company "COMPANY SEC Documents”DOCUMENTS"). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Documents (i) each of the Company SEC Documents were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT"), or the Exchange Act (Act, as the case may be) and , applicable to the applicable rules and regulations of Company SEC Documents each as in effect on the SEC thereunder; date so filed, and (ii) none of did not at the Company SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable , except to the extent corrected by a subsequently filed Company SEC Documents (collectively, the “Certifications”) are accurate Document filed and complete, and comply as publicly available prior to form and content with all applicable laws. (ii) As of the date of this Agreement, there are no unresolved comments issued Agreement (including any financial statements or other documentation incorporated by the staff of the SEC in comment letters with respect to any reference therein). No Subsidiary of the Company SEC Documents(other than PanAmSat Corporation) is required to file any form, report or other document with the SEC.

Company SEC Documents. (i) The Company has filed with the SEC or furnished all registration statements, proxy statements and other statements, reports, schedules, forms forms, statements and other documents with the SEC required to be filed or furnished by the Company with under the SEC Securities Act or the Exchange Act since January 1December 31, 2009 through the date of this Agreement, and all amendments thereto 2008 (the “Company SEC Documents”). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (ortheir respective filing dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), SOX and the Exchange Act (Act, as the case may be) , and the applicable rules and regulations of the SEC thereunder; promulgated thereunder applicable to such Company SEC Documents, in each case as in effect at such time, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the certifications and statements required by: (A) Rule 13a-14 or Rule 15d-14 under Company is subject to the periodic reporting requirements of the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable laws. (ii) . As of the date of this Agreementhereof, there are no outstanding or unresolved comments issued by the staff of from the SEC in comment letters staff with respect to any of the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (ii) The principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes Oxley Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iii) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s and its consolidated Subsidiaries’ financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (iv) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (v) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)). (vi) Since December 31, 2008, the Company has not received any written notification from its independent accountants of any (x) “significant deficiency” or (y) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. Since December 31, 2008, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s and its consolidated Subsidiaries’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee of the Company Board since December 31, 2008. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof. The Company has made available to Parent a summary of all material complaints or concerns, if any, relating to other matters made since December 31, 2008 through the Company’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. Since December 31, 2008, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of SOX or any Company policy contemplating such reporting, including in instances not required by those rules.

Company SEC Documents. (i) The Company has filed with the SEC or furnished on a timely basis all registration statements, proxy statements reports (including exhibits and all other statements, reports, schedules, forms information incorporated by reference) and other documents and information required to be filed or furnished by the Company it with the SEC since January 1, 2009 through the date of this Agreement2002 (collectively, and all amendments thereto (the “Company SEC Documents”). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents is the subject of any confidential treatment request by the Company. The Company SEC Documents (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), or the Exchange Act (Act, as the case may be) and , applicable to the applicable rules and regulations of Company SEC Documents each as in effect on the SEC thereunder; date so filed, and (ii) none of did not at the Company SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable , except to the extent corrected by a subsequently filed Company SEC Documents Document filed and publicly available prior to the date of this Agreement (collectively, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable laws. (ii) including any financial statements or other documentation incorporated by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments issued by the staff of the SEC in comment letters received from the SEC staff with respect to any of the Company SEC Documents. No Subsidiary of the Company is required to file any form, report or other document with the SEC.

Company SEC Documents. (ia) The Company has filed with or furnished to the SEC SEC, on a timely basis, all registration statements, proxy statements and other statements, reports, schedules, forms forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company since December 31, 2007 (such documents, together with any documents filed during such period by the Company with the SEC since January 1on a voluntary basis on Current Reports on Form 8-K, 2009 through the date of this Agreement, and all amendments thereto (the “Company SEC Documents”). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (their respective filing dates, or, if amended revised, amended, supplemented or superseded by a filing later-filed Company SEC Document filed prior to the date of this Agreement, then on as of the date of filing of the last such revision, amendment, supplement or superseding filing): (i) each of , the Company SEC Documents complied in all material respects with as to form with, to the applicable extent in effect at the time of filing, the requirements of the Securities Act or Act, the Exchange Act (as the case may be) and the applicable Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations of the promulgated thereunder, “SOX”) applicable to such Company SEC thereunder; Documents, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each None of the certifications and statements required by: (ASubsidiaries of the Company are, or have at any time been, subject to the reporting requirements of Section 13(a) Rule 13a-14 or Rule 15d-14 under 15(d) of the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable laws. (iii) As of the date of this Agreement, there are no outstanding or unresolved comments issued by the staff of the SEC in comment letters received from the SEC staff with respect to any of the Company SEC DocumentsDocuments and (ii) as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

Company SEC Documents. (ia) The Except as set forth on Section 2.5(a) of the Company Disclosure Schedule, since June 1, 2012, the Company has timely filed with the SEC all registration statements, proxy statements and other statements, reports, schedules, forms statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company with the SEC since January 1, 2009 through the date of this Agreement, and all amendments thereto (the “Company SEC Documents”). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was their respective filing dates, and giving effect to any amendments or supplements thereto filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects as to form with the applicable requirements of the Securities Act or Act, the Exchange Act (as the case may be) Act, and the applicable respective rules and regulations of the SEC thereunder; promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the such Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each . (b) No Subsidiary of the certifications and statements Company is required by: to file or furnish any certifications, forms, proxy statements, prospectuses, registrations statements, documents or reports with, or make any other filing with, or furnish any other material to, the SEC. (Ac) Rule 13a-14 or Rule 15d-14 The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S- K promulgated under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 , for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. Since June 1, 2012, the Company has promptly disclosed by filing a Form 8-K any change in or waiver of the Xxxxxxxx-Company’s code of ethics, as required by Section 406(b) of the Xxxxxxxx- Xxxxx Act); or (C) any other rule or regulation promulgated by . To the SEC or applicable to the Company SEC Documents (collectively, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable laws. (ii) As Knowledge of the date of this AgreementCompany, since June 1, 2012, there are have been no unresolved comments issued by the staff material violations of provisions of the SEC in comment letters with respect to any Company’s code of the Company SEC Documentsethics.

Company SEC Documents. (i) The Company has or its Subsidiaries have made available, through access to the public website or other public facilities of the SEC, all registration statements, reports, or information statements prepared by it or the Reporting Subsidiaries and filed with the SEC all since: (x) January 28, 2005, in the case of registration statements, proxy statements and other statements, reports, schedules, forms or information statements prepared and other documents required to be filed by the Company with and Reporting Subsidiaries other than Intelsat Corporation and its Subsidiaries; and (y) July 3, 2006 in the SEC since January 1case of registration statements, 2009 through the date of this Agreementreports, or information statements prepared and all amendments thereto filed by Intelsat Corporation and its Subsidiaries (collectively, the “Company SEC Documents”). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document Documents (including each exhibit theretoi) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC were prepared (or, if amended or superseded by a filing prior to in the case of Company SEC Documents after the date of this Agreement, then on the date of such filing): (iwill be prepared) each of the Company SEC Documents in accordance and complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), or the Exchange Act (Act, as the case may be) and , applicable to the applicable rules and regulations of Company SEC Documents, each as in effect on the SEC thereunder; date so filed, and (ii) none did not at the time they were filed contain (or, in the case of the Company SEC Documents contained after the date of this Agreement, will not contain) any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of , except to the certifications and extent corrected by a subsequently filed Company SEC Document (including any financial statements required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Actother documentation incorporated by reference therein); or (C) any other rule or regulation promulgated by the SEC or applicable provided, that this exception shall apply with respect to the Company SEC Documents (collectively, the “Certifications”) are accurate and complete, and comply as filed prior to form and content with all applicable laws. (ii) As of the date of this Agreement, there are no unresolved comments issued by hereof only if the staff of correction is also filed and publicly available prior to the SEC in comment letters with respect to any of the Company SEC Documentsdate hereof.

Company SEC Documents. (iExcept as set forth in Section 3.01(g) The of the Company Disclosure Schedule, the Company has filed with the SEC all registration statements, proxy statements and other statements, reports, schedules, forms forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company with the SEC since January October 1, 2009 through the date of this Agreement, and all amendments thereto 2002 (the “Company SEC Documents”). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (ortheir respective dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be) , and the applicable rules and regulations of the SEC thereunder; promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The Company SEC Documents identify all transactions required to be disclosed pursuant to Item 404 of Regulation S-K (“Related Party Transactions” and any person described in Item 404 of Regulation S-K, a “Related Party”). As of the certifications and statements required by: (A) Rule 13a-14 date hereof, management has not determined that it will have, as of September 30, 2005, a material weakness in its internal controls. Except to the extent that information contained in any Company SEC Document has been revised or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 superseded by a later-filed Company SEC Document, none of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectivelycontains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable laws. (ii) As in light of the date of this Agreementcircumstances under which they were made, there are no unresolved comments issued by the staff of the SEC in comment letters with respect to any of the Company SEC Documents.not