REPRESENTATIONS AND WARRANTIES OF GM. GM represents and warrants to the Company and Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF GM. 55 6.1 Authorization; Enforceability. 55 6.2 No Conflicts or Approvals. 55 6.3 GM Financing Arrangements. 56
REPRESENTATIONS AND WARRANTIES OF GM. GM represents and warrants to the Company as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF GM. GM hereby represents and warrants to the Purchaser as follows, except as specifically described in GM's annual report on Form 10-K for the fiscal year ended December 31, 0000 (xxx "XX 10-K") and all other reports, filings, registration statements and other documents (collectively with the GM 10-K, the "GM SEC Documents") filed by GM with the SEC after December 31, 2002 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 (it being understood that the representations and warranties of GM set forth in this Article IV shall not be qualified by any risk factor disclosure in the GM SEC Documents).
REPRESENTATIONS AND WARRANTIES OF GM. Except as disclosed in a document referring specifically to the representations and warranties in this Agreement which identifies by section number the section and subsection to which such disclosure relates and is delivered by GM to Microsoft prior to the execution of this Agreement (the "GM DISCLOSURE SCHEDULE") which is attached as Exhibit 2.1 hereto, GM represents and warrants to Microsoft as follows.
REPRESENTATIONS AND WARRANTIES OF GM. The representations and warranties of GM set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement. Microsoft shall have received a certificate signed on behalf of GM by an officer of GM to such effect on the Closing Date.
REPRESENTATIONS AND WARRANTIES OF GM. GM represents and warrants to Licensee that, to the best of its knowledge, use of the GM Trademarks in accordance with the terms of this Agreement will not infringe, dilute or violate the rights of any Person.
REPRESENTATIONS AND WARRANTIES OF GM. In order to induce Raytheon to enter into this Agree- ment, GM hereby represents and warrants to Raytheon that the statements contained in this Article II are true, correct and complete.
REPRESENTATIONS AND WARRANTIES OF GM. 18 Section 2.1. Organization and Standing...........................................18 Section 2.2. Corporate Power and Authority.......................................19 Section 2.3. Conflicts, Consents and Approvals...................................19 Section 2.4. Ownership of Xxxxxx Capital Stock...................................21 Section 2.5. Capitalization; Class H Fraction....................................22 Section 2.6. Litigation..........................................................24 Section 2.7. Brokerage and Finder's Fees; Opinions of Financial Advisors.........24 Section 2.8. Spin-Off/Merger Registration Statement, GM Proxy/Consent Solicitation Statement, EchoStar Information Statement and GM Debt/Equity Exchange Registration Statement......................24 Section 2.9. Tax Representations.................................................25 Section 2.10. Requisite Approvals.................................................25 Section 2.11. Agreement with GM Pension Plans.....................................26
REPRESENTATIONS AND WARRANTIES OF GM. In order to induce EchoStar to enter into this Agreement, GM hereby represents and warrants to EchoStar as follows, except as specifically described in GM's annual report on Form 10- K for the fiscal year ended December 31, 2000, GM's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2001 and all other reports, filings, registration statements and other documents filed by GM with the SEC after June 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.
