Merger Agreement Representations. Each of the representations and warranties of the Borrower set forth in Section 3 of the Merger Agreement is incorporated herein by reference as if set forth by length as the representations and warranties of the Borrower hereunder.
Merger Agreement Representations. 17 Section 4.2 Authority Relative to this Agreement........................17 Section 4.3 Consents and Approvals; No Violation........................17 Section 4.4 Margin Regulations..........................................18 Section 4.5 Investment Company Act......................................18 Section 4.6 Absence of Indebtedness and Liens...........................18
Merger Agreement Representations. The representations and warranties of the Company contained in the Amended and Restated Agreement and Plan of Contribution, Investment and Merger, dated as of June 11, 1999 (the "Merger Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement), among the Purchaser, GE Investments Subsidiary, Inc., Neon Media Corporation, Xenon 2, Inc. and the Company (i) are true and correct in all material respects, in each case, on and as of May 9, 1999 and (ii) in the case of the representations contained in Section 4.3(i) and 4.3(j), are true and correct in all material respects, in each case, on and as of the date hereof and (iii) will be true and in all material respects, in each case, on and as of the Stock Closing, except, in each case, to the extent such representations and warranties by their terms speak as of a specified date, in which case they are true and correct in all material respects as of such date.
Merger Agreement Representations. The statements contained in Article VII of the Merger Agreement with respect to the Owners and/or the Company are true, accurate and complete as of the date of the Merger Agreement and as of the Closing Date (as defined under the Merger Agreement) (unless a specific date is set forth in such representation or warranty, in which case such representation or warranty is true and correct as of such specific date).
Merger Agreement Representations. The representations and warranties -------------------------------- contained in Sections 4.5 through 4.20 of the Merger Agreement (including the defined terms used therein) are incorporated by reference herein in their entirety, as if set forth herein in their entirety.
Merger Agreement Representations. 12 ARTICLE 5
Merger Agreement Representations. Each of the Merger Agreement Representations shall be true and correct in all material respects (except Merger Agreement Representations that are qualified by materiality, which shall be true and correct (after giving effect to such qualification therein)), at the time of, and after giving effect to, the making of such Loans on such Funding Date (except in the case of any Merger Agreement Representation which expressly relates to a given date or period, such Merger Agreement Representation shall be true and correct in all material respects (except Merger Agreement Representations that are qualified by materiality, which shall be true and correct (after giving effect to such qualification therein)) as of the respective date or for the respective period), it being understood that the Commitments of the Lenders and the making of Loans thereunder on such Funding Date shall not be conditioned on the accuracy or correctness of any representation or warranty other than as referred to in this Section 3.3B or Section 3.2E.
Merger Agreement Representations. 4 4. Definitions......................................................... 4 4A. Definitions.................................................. 4
Merger Agreement Representations. The representations and warranties made by Acquisition in the Merger Agreement are true and correct in all respects as of the Closing.
Merger Agreement Representations. The Merger Agreement Representations of, or with respect to, the Merged Companies shall be accurate, in each case, in all material respects. Each Borrowing by the Borrower hereunder under the Term Loan III Facility shall constitute a representation and warranty by the Borrower as of the date of such Term Advance that the conditions contained in this Section 4.3 have been satisfied.
