REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. EchoStar represents and warrants to TerreStar Parent that, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. EchoStar hereby represents and warrants to DISH as of the date of this Agreement that, except as set forth (a) in publicly available reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) filed or furnished by EchoStar with the SEC since January 1, 2020 and prior to the date of this Agreement (excluding any disclosures contained in such documents under the heading “Risk Factors” or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or (b) subject to Section 7.14(a), in the disclosure letter delivered to DISH prior to the execution of this Agreement (the “EchoStar Disclosure Letter”):
REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. In order to induce GM and Xxxxxx to enter into this Agreement, EchoStar hereby represents and warrants to GM and Xxxxxx as follows, except as specifically described in EchoStar's annual report on Form 10-K for the fiscal year ended December 31, 2000 (the "EchoStar 10-K"), EchoStar's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2001 (the "EchoStar 10- Q") and all other reports, filings, registration statements and other documents filed by EchoStar with the SEC after September 30, 2001 and prior to the date hereof (as such documents have been amended since the time of their filing and prior to the date hereof), all of which are of public record.
REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. 12 Section 3.1. Organization and Standing..................................12 Section 3.2. Subsidiaries...............................................12 Section 3.3. Corporate Power and Authority..............................13 Section 3.4. Capitalization of EchoStar.................................13 Section 3.5. Conflicts, Consents and Approvals..........................14 Section 3.6. EchoStar SEC Documents.....................................15 Section 3.7. Financial Statements; Liabilities..........................15 Section 3.8. Absence of Certain Changes.................................16
REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. In order to induce Hughes to enter into this Agreement, EchoStar hereby represents anx xxxxants to Hughes as follows, except as specifically described in EchoStar'x xxxual report on Form 10-K for the fiscal year ended December 31, 2000 (the "EchoStar 10-K"), EchoStar's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2001 (the "EchoStar 10-Q") and all other reports, filings, registration statements and other documents (collectively with the EchoStar 10-K and EchoStar 10-Q, the "EchoStar SEC Documents") filed with the SEC after September 30, 2001 and prior to the date hereof (as such documents have been amended since the time of their filing and prior to the date hereof), all of which are of public record.
REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. 27 Section 4.1. Organization and Standing....................................................27
REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. EchoStar hereby represents, warrants and covenants that:
REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. 29 Section 4.1. Organization and Standing.............................................29 Section 4.2. Corporate Power and Authority.........................................29 Section 4.3. Spin-Off/Merger Registration Statement, GM Proxy/Consent Solicitation Statement, EchoStar Information Statement and GM Debt/Equity Exchange Registration Statement..........30 Section 4.4. Tax Representations...................................................30 Section 4.5. Merger Agreement Representations and Warranties.......................30
REPRESENTATIONS AND WARRANTIES OF ECHOSTAR. EchoStar is a corporation duly organized, validly existing and in good standing under the laws of Colorado and has full power and authority: (i) to enter into this Agreement; and (ii) to carry out the other transactions and agreements contemplated by this Agreement. The execution, delivery and performance of this Agreement by EchoStar has been duly authorized by all necessary action of EchoStar. This Agreement and each of the other documents to be executed and delivered by EchoStar pursuant to this Agreement have been duly executed and delivered by EchoStar and are the valid and binding obligations of EchoStar enforceable in accordance with their respective terms, subject only as to enforceability affected by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement and the other documents to be executed, delivered and performed by EchoStar pursuant to this Agreement will not: (i) conflict with or violate any provision of EchoStar's organizational documents, or any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against EchoStar; or (ii) result in any breach of or default under or cause the acceleration of performance of any mortgage, contract, agreement, indenture or other instrument which is either binding upon or enforceable against EchoStar. EchoStar is not required to obtain the approval, consent or waiver of any other person or entity for the execution, delivery or performance of this Agreement. All of the information contained in the representations and warranties of EchoStar set forth in this Agreement or in any of the documents delivered or to be delivered herewith or after the execution hereof as set forth in any provision of this Agreement is true, accurate and complete.
