REPRESENTATIONS AND WARRANTIES OF MERCURY. Except (a) as specifically disclosed in a correspondingly numbered section of the disclosure letter (the “Mercury Disclosure Letter”) delivered by Mercury to Xxxxx prior to the execution of this Agreement (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Mercury Disclosure Letter shall be deemed disclosed with respect to any section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent on its face), or (b) as disclosed in the Mercury SEC Documents publicly filed with the SEC prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature), Mercury hereby represents and warrants to Xxxxx, as follows:
REPRESENTATIONS AND WARRANTIES OF MERCURY. Mercury hereby represents and warrants to Saturn, Merger Sub 1 and Merger Sub 2 that (a) except as set forth on the disclosure letter delivered to Saturn, Merger Sub 1 and Merger Sub 2 by Mercury on the date of the execution of this Agreement (the “Mercury Disclosure Letter”) which identifies items of disclosure by reference to a particular section or subsection of this Agreement (it being understood that any matter disclosed pursuant to any section or subsection of the Mercury Disclosure Letter shall be deemed to be disclosed for all purposes of this Agreement and the Mercury Disclosure Letter, as long as the relevance of such disclosure is reasonably apparent) and (b) other than with respect to Sections 4.5, 4.6(a), and 4.6(f), except as disclosed in the Annual Report on Form 10-K of Mercury for the year ended December 31, 2008 (the “Mercury Form 10-K”) (other than disclosures in the “Risk Factors” or “Forward Looking Statements” sections of such reports or any other disclosures in such reports to the extent they are similarly predictive or forward-looking in nature):
REPRESENTATIONS AND WARRANTIES OF MERCURY. Mercury represents and warrants to FDNI that, to the Knowledge of Mercury (which limitations shall not apply to Section 5.1), and except as set forth in the Mercury Disclosures Letter:
REPRESENTATIONS AND WARRANTIES OF MERCURY. Mercury represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF MERCURY. 4.1 Organization and Qualification 30 4.2 Significant Subsidiaries 31
REPRESENTATIONS AND WARRANTIES OF MERCURY. MERCURY represents and warrants, to induce INDIVIDUAL to enter into this Agreement, each of the following matters:
REPRESENTATIONS AND WARRANTIES OF MERCURY. Section 4.1 Corporate Organization. 36 Section 4.2 Capitalization. 37 Section 4.3 Authority; No Violation. 39 Section 4.4 SEC Filings 40 Section 4.5 Consents and Approvals 40 Section 4.6 Financial Statements 41 Section 4.7 Broker’s Fees 41 Section 4.8 Absence of Certain Changes or Events 41 Section 4.9 Legal Proceedings 42 Section 4.10 Taxes. 42 Section 4.11 Employee Benefits. 44 Section 4.12 Compliance with Law; Permits. 46 Section 4.13 Certain Contracts. 48 Section 4.14 Undisclosed Liabilities 49 Section 4.15 Environmental Matters 49 Section 4.16 Property. 50 Section 4.17 State Takeover Laws 51 Section 4.18 Internal Controls. 51 Section 4.19 Insurance 52 Section 4.20 Intellectual Property. 52 Section 4.21 Related Party Transactions 53 Section 4.22 Disclosure 53 Section 4.23 Certain Business Practices 53 Section 4.24 Vote Required 54 Section 4.25 MVPD Matters 54 Section 4.26 Opinion of Financial Advisor 54 Section 4.27 Mercury Ownership of Laxxx Xommon Shares 54 Section 4.28 Availability of Funds 54 Section 4.29 Mercury Licensees 54
REPRESENTATIONS AND WARRANTIES OF MERCURY. Mercury represents and warrants to Conduct, Subsidiary and the Conduct Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF MERCURY. Mercury hereby represents and warrants to the Parent Parties and the Company Parties that:
REPRESENTATIONS AND WARRANTIES OF MERCURY. 4.1 Organization and Qualification 30 4.2 Significant Subsidiaries 31 4.3 Authorization; Validity of Agreement; Necessary Action 31 4.4 Governmental Filings; No Violations; Consents and Waivers 32 4.5 Capital Stock 33 4.6 Mercury SEC Reports 34 4.7 Absence of Certain Changes or Events 36 4.8 Material Contracts 36 4.9 Intellectual Property 36 4.10 Litigation 37 4.11 Permits; Compliance with Laws 37 4.12 Regulatory Compliance 38 4.13 Mercury Employee Benefit Plans 39 4.14 Taxes 39 4.15 Tax Matters 40 4.16 Insurance 40 4.17 Opinion of Mercury’s Financial Advisor 40 4.18 Interested Stockholder 40 4.19 Rights Agreement; Takeover Statutes 40 4.20 Financing 40 4.21 No Additional Representations 41
