REPRESENTATIONS AND WARRANTIES OF RAYTHEON. Except as set forth in any Raytheon SEC Document filed with the SEC since January 1, 2017 and publicly available prior to the date of this Agreement (as amended prior to the date of this Agreement, the “Raytheon Filed SEC Documents”) (excluding any disclosures in any risk factors section, in any section related to forward-looking statements and other disclosures that are predictive or forward-looking in nature) or as disclosed in the disclosure letter delivered by Raytheon to UTC upon the execution of this Agreement (the “Raytheon Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided that such disclosure shall be deemed to qualify that particular subsection and such other subsections of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other subsections), Raytheon represents and warrants to UTC as follows:
REPRESENTATIONS AND WARRANTIES OF RAYTHEON. In order to induce GM to enter into this Agreement, Raytheon hereby represents and warrants to GM that the statements contained in this Article III are true, correct and complete.
REPRESENTATIONS AND WARRANTIES OF RAYTHEON. 18 Section 4.1..Organization and Standing 18 Section 4.2..Subsidiaries 19 Section 4.3..Corporate Power and Authority 19 Section 4.4..Capitalization of Raytheon 19 Section 4.5..Conflicts, Consents and Approvals 20 Section 4.6..Raytheon SEC Documents 21 Section 4.7..Registration Statement 22 Section 4.8..Compliance with Law 22 Section 4.9..Litigation 22 Section 4.10.Taxes 23 Section 4.11.Absence of Certain Changes 23 Section 4.12.Undisclosed Liabilities 23 Section 4.13.Environmental Matters 24 Section 4.14.Employee Benefits 24 Section 4.15.Brokerage and Finder's Fees 25 Section 4.16.Opinion of Financial Advisor 26 Section 4.17.Board Recommendation 26 Section 4.18.Voting Requirements 26 Xxxxxxx 4.19.DGCL Section 203 and State Takeover Laws 26 Section 4.20.Permits 26 Section 4.21.Restrictive Agreements 26 Section 4.22.Real Estate 27 Section 4.23.Employees 27 Section 4.24.Shareholder Rights Plan. 27
REPRESENTATIONS AND WARRANTIES OF RAYTHEON. In order to induce Hughes to enter into this Agreement, Raytheon hereby represenxx xxx warrants to Hughes that the statements contained in this Article are true, xxxxect and complete.
REPRESENTATIONS AND WARRANTIES OF RAYTHEON. .. 22 Section 4.1. Organization and Standing................. 23 Section 4.2. Subsidiaries.............................. 23
REPRESENTATIONS AND WARRANTIES OF RAYTHEON. In order to induce Xxxxxx to enter into this Agreement, Raytheon hereby represents and warrants to Xxxxxx that the statements contained in this Article are true, correct and complete.
REPRESENTATIONS AND WARRANTIES OF RAYTHEON. 7 Section 3.1 Organization and Good Standing...........................7 Section 3.2 Corporate Power and Authority............................7 Section 3.3 Xxxxxx Merger Agreement..................................7 Section 3.4 GM Proxy/Consent Solicitation Statement..................7
REPRESENTATIONS AND WARRANTIES OF RAYTHEON. As a material inducement to Xxxx and MergeCo to enter into this Agreement and consummate the transactions contemplated hereby, Raytheon hereby represents and warrants to Xxxx and MergeCo as follows:
REPRESENTATIONS AND WARRANTIES OF RAYTHEON. 7 Section 3.1
