REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby represents and warrants to each Purchaser that, except as set forth in the SEC Documents (as defined below):
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The Company represents and warrants to each of the Dealer Managers, and agrees with each of the Dealer Managers, as of the date hereof, as of the date of commencement of the Offer pursuant to Section 13(e) of the 1934 Act (if different than the date hereof) (the "COMMENCEMENT DATE") and as of the date on which the Securities are accepted by the Company pursuant to the Offer (the "ACCEPTANCE DATE") (unless another date is specifically referenced in which case the representation and warranty shall speak as of such date):
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The Company represents and warrants to you, and agrees with you, that as of the Commencement Date and at all times at or prior to the time when the Exchange Offer is consummated (the “Closing Date”):
(a) The Registration Statement, including the Prospectus, has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act and has been filed with the Commission as of the Commencement Date and is expected by the Company to become effective not later than the scheduled expiration date of the Exchange Offer. Such amendments to such Registration Statement and Prospectus as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such Registration Statement and Prospectus as may hereafter be required. Copies of such Registration Statement and Prospectus, including all amendments thereto and all documents incorporated by reference therein have been or, if filed after the Commencement Date, will be, delivered or made available to you and your counsel. No stop order refusing or suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Prospectus is in effect, and no proceedings for such purpose have been instituted or are pending before or, to the best knowledge of the Company, are threatened by the Commission.
(b) The Schedule TO has been prepared by the Company in conformity in all material respects with the requirements of the Exchange Act and has been or will, at prior to commencement of the Exchange Offer, be filed with the Commission; such amendments to such Schedule TO as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such Schedule TO as may hereafter be required. Copies of such Schedule TO, including all amendments thereto and all documents incorporated by reference therein have been or, if filed after the Commencement Date, will be, delivered or made available to you and your counsel.
(i) The Exchange Offer Materials, including the Registration Statement, [the Preliminary Prospectus,] the Prospectus and the Schedule TO, comply and, as amended or supplemented, if applicable, will comply, in all material respects, with the Securities Act, the Exchange Act and the Trust Indenture Act of 1939, as amended, and the applicable rules and regulations of...
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby represents and warrants to the Purchaser that except as disclosed (a) in the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2007, (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 and (iii) Proxy Statement for its 2008 annual meeting of stockholders, including documents filed or incorporated by reference as exhibits thereto but excluding disclosure referred to in the “Risk Factors” and “Note Regarding Forward Looking Statements” sections thereof or (b) in the disclosure schedule (with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure schedule relates) delivered by the Company to the Purchaser simultaneously with the execution of this Agreement and attached hereto as Exhibit E (the “Disclosure Letter”):
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The ------------------------------------------------------------------ Company represents and warrants to you, and agrees with you, that as of the Commencement Date and at all times on or prior to date when the Exchange Offer is consummated (the "Closing Date"):
(a) the Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Company's knowledge, threatened by the Commission;
(i) the Exchange Offer Materials, including the Registration Statement, the Schedule 13E-4 and the Prospectus, comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act, the Exchange Act and the Trust Indenture Act, and the applicable rules and regulations of the Commission thereunder; (ii) the Registration Statement, when it became effective, did not contain and as amended or supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) none of the other Exchange Offer Materials or the Prospectus contains, and, as amended or supplemented, if applicable, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the representations and warranties set forth in this paragraph 8(b) do not apply (A) to statements or omissions in the Exchange Offer Materials based upon information relating to the Dealer Manager furnished to the Company in writing by the Dealer Manager expressly for use therein or (B) to that part of the Registration Statement that constitutes the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee under the Indenture.
(c) the Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Indenture and the Notes and to consummate the Exchange Offer;
(d) the Exchange Offer, this Agreement and all other actions by the Company contemplated in the Exchange Offer Materials and this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and no other corporate proceedings by the C...
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby represents and warrants to Purchaser as follows, each of which shall be true and correct as of the Execution Date, Closing Date and the Effective Time:
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. Except as set forth in the Company Disclosure Schedule (as defined in the Merger Agreement), which is being delivered to you hereunder, incorporated by reference herein and is attached to this Agreement as Exhibit B, which exceptions and other information included therein, as supplemented by the information provided on Exhibit C hereto, shall be deemed to be part of the representations and warranties made hereunder, the Company hereby represents and warrants to each Purchaser as follows. The Company Disclosure Schedule shall be arranged in parts and subparts corresponding to the numbered and lettered Sections and subsections contained in Section 2 of the Merger Agreement. The disclosures in any part or subpart of the Company Disclosure Schedule shall qualify other Sections and subsections in Section 2 of the Merger Agreement only to the extent it is reasonably apparent from the face of the disclosure that such disclosure is applicable to such other Sections and subsections of the Merger Agreement.
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby represents and warrants, as of the date hereof and as of the Closing Date (unless otherwise specifically provided) to the Holders, and agrees with each Holder as follows:
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby represents and warrants, jointly and severally, to SKYBEAM as follows:
REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE COMPANY. The Company represents and warrants to the Dealer Manager, and agrees with the Dealer Manager, as of the date hereof, as of the date of commencement of the Offer (the "COMMENCEMENT DATE") and as of the date on which the Securities are accepted by the Company pursuant to the Offer (the "ACCEPTANCE Date") (unless another date is specifically referenced in which case the representation and warranty shall speak as of such date) as set forth on Schedule II provided, however, that, if the representations and warranties set forth on Schedule II are not true and correct as of the Acceptance Date, the Dealer Manager may withdraw as Dealer Manager in accordance with the second paragraph of Section 3.
