Common use of Representations, Warranties and Covenants of each Investor Clause in Contracts

Representations, Warranties and Covenants of each Investor. Each Investor hereby represents and warrants, severally and not jointly, as of the date hereof and as of the Closing Date, that: 2.10.1. (i) such Investor will have, at the Closing, sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds, as applicable, to fulfill such Investor’s Commitment in accordance with the terms and subject to the conditions set forth herein; (ii) such Investor has the requisite power and authority to execute, deliver and perform this Agreement, (iii) the execution, delivery and performance of this Agreement by such Investor has been duly authorized by all necessary action on the part of such Investor and no additional proceedings are necessary for such Investor to approve this Agreement, (iv) this Agreement has been duly executed and delivered by such Investor and constitutes a valid and binding agreement of such Investor enforceable against such Investor in accordance with the terms hereof, (v) the execution, delivery and performance (including the provision and exchange of information) of this Agreement by such Investor does not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, (a) if such Investor is an entity, any provision of its organizational documents, (b) any order, writ, injunction or Law applicable to such Investor or any of such Investor’s properties and assets or (c) any of the terms of any material contract or agreement to which such Investor is party or by which such Investor is bound, and (vi) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger based upon arrangements made by or on behalf of such Investor. 2.10.2. Such Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Transactions, including the risk that such Investor could lose the entire value of such Investor’s investment, and has so evaluated the merits and risks of such investment. Such Investor has made such independent investigation of Parent, Merger Sub, the Company, each of their management and related matters as such Investor deems to be necessary or advisable in connection with the Transactions, and is able to bear the economic and financial risk of participating in the Transactions. Such Investor did not make a decision to participate in the Transactions as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any general solicitation by a person not previously known to such Investor. Such Investor acknowledges that neither Pxxxxx, Merger Sub nor any of their respective Affiliates has rendered or will render any securities valuation advice or other advice to such Investor, and such Investor is not agreeing to participate in the Transactions in reliance upon, or with the expectation of, any such advice. 2.10.3. Neither such Investor nor any of its Affiliates has entered into (or agreed to enter into) or, prior to the termination of this Agreement pursuant to Section 1.1, will enter into (or agree to enter into), any agreement, arrangement or understanding with any other Investor or any other potential investor, acquiror or group of potential investors or acquirors or any of its Subsidiaries, in each case with respect to the subject matter of this Agreement, the Merger Agreement or the Transactions or with respect to acquiring any material portion of the assets of the Company or any of its Subsidiaries other than this Agreement, the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Shareholders Agreement and any such documents contemplated thereunder. 2.10.4. Each Investor specifically understands and agrees that no Investor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the Transactions, and each Investor explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Investor specifically acknowledges, represents and warrants that it is not relying on any other Investor (a) for its due diligence concerning, or evaluation of, Parent, Merger Sub, the Company or their respective assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment. 2.10.5. Subject to the other terms of this Agreement that expressly limit an Investor’s obligations to proceed to the Closing, each Investor and Mr. Txxxxxxx Mo shall assist and cooperate in all commercially reasonable respects with the other parties hereto in doing all things necessary to consummate and make effective the Transactions. 2.10.6. The Lead Investor and Mr. Txxxxxxx Mo will, and will cause Parent to, use reasonable best efforts to keep each Investor informed on any significant progress with respect to the transactions contemplated by the Merger Agreement, including the execution of any material agreements or the success or failure in obtaining any required approval or clearance from competent regulatory authorities in connection therewith.

Representations, Warranties and Covenants of each Investor. Each Investor hereby of the Investors severally represents and warrantswarrants to, severally and not jointlycovenants and agrees with, as of the date hereof and as of the Closing Date, Company that: 2.10.1. (ia) such Investor will have, at the Closing, sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds, as applicable, to fulfill such Investor’s Commitment in accordance with the terms and subject to the conditions set forth herein; (ii) such Such Investor has the requisite full legal right, power and authority to execute, deliver and perform this Agreement, (iii) including the execution, delivery and performance of this Agreement by such Investor has been duly authorized due authorization by all necessary corporate action on in the part case of corporate Investors) to enter into this Agreement and to perform such Investor Investor's obligations hereunder without the need for the consent of any other Person; and no additional proceedings are necessary for such Investor to approve this Agreement, (iv) this Agreement has been duly authorized, executed and delivered by such Investor and constitutes a the legal, valid and binding agreement obligation of such Investor enforceable against such Investor in accordance with the terms hereof, . (vb) the execution, delivery and performance (including the provision and exchange of information) of this Agreement The Securities are being received by such Investor does for investment for his or its own account and not conflict with, require with a consent, waiver or approval underview to any distribution thereof that would violate the Securities Act, or result the applicable securities laws of any state; and such Investor will not distribute the Securities in a breach violation of the Securities Act or default underthe applicable securities laws of any state. (c) Such Investor understands that the Securities have not been registered under the Securities Act or the securities laws of any state and may not be reoffered or sold unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available. (d) Such Investor is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities being purchased are consistent with such Investor's overall investment program and financial position, and recognizes that there are substantial risks involved in the purchase of the Securities. (ae) if Such Investor confirms that (i) such Investor is an entity, any provision familiar with the business of its organizational documentsthe Company, (bii) any order, writ, injunction or Law applicable such Investor has had the opportunity to ask questions of officers and directors of the Company and to obtain (and that such Investor has received to such Investor or any of Investor's satisfaction) such Investor’s properties information about the business and assets or (c) any financial condition of the terms of any material contract or agreement to which Company as such Investor is party or by which such Investor is boundhas reasonably requested, and (viiii) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger based upon arrangements made by or on behalf of such Investor. 2.10.2. Such Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Transactions, including the risk that such Investor could lose the entire value of such Investor’s investment, and has so evaluated the merits and risks of such investment. Such Investor has made such independent investigation of Parent, Merger Sub, the Company, each of their management and related matters as such Investor deems to be necessary or advisable in connection with the Transactions, and is able to bear the economic and financial risk of participating in the Transactions. Such Investor did not make a decision to participate in the Transactions as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any general solicitation by a person not previously known to such Investor. Such Investor acknowledges that neither Pxxxxx, Merger Sub nor any of their respective Affiliates has rendered or will render any securities valuation advice or other advice to such Investor, and such Investor is not agreeing to participate in an "accredited investor" within the Transactions in reliance upon, or with meaning of Rule 501(a) promulgated under the expectation of, any such adviceSecurities Act. 2.10.3. Neither such Investor nor any of its Affiliates has entered into (or agreed to enter into) or, prior to the termination of this Agreement pursuant to Section 1.1, will enter into (or agree to enter into), any agreement, arrangement or understanding with any other Investor or any other potential investor, acquiror or group of potential investors or acquirors or any of its Subsidiaries, in each case with respect to the subject matter of this Agreement, the Merger Agreement or the Transactions or with respect to acquiring any material portion of the assets of the Company or any of its Subsidiaries other than this Agreement, the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Shareholders Agreement and any such documents contemplated thereunder. 2.10.4. Each Investor specifically understands and agrees that no Investor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the Transactions, and each Investor explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Investor specifically acknowledges, represents and warrants that it is not relying on any other Investor (a) for its due diligence concerning, or evaluation of, Parent, Merger Sub, the Company or their respective assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment. 2.10.5. Subject to the other terms of this Agreement that expressly limit an Investor’s obligations to proceed to the Closing, each Investor and Mr. Txxxxxxx Mo shall assist and cooperate in all commercially reasonable respects with the other parties hereto in doing all things necessary to consummate and make effective the Transactions. 2.10.6. The Lead Investor and Mr. Txxxxxxx Mo will, and will cause Parent to, use reasonable best efforts to keep each Investor informed on any significant progress with respect to the transactions contemplated by the Merger Agreement, including the execution of any material agreements or the success or failure in obtaining any required approval or clearance from competent regulatory authorities in connection therewith.

Representations, Warranties and Covenants of each Investor. Each Investor hereby of the Investors severally represents and warrantswarrants to, severally and not jointlycovenants and agrees with, as of the date hereof and as of the Closing Date, Company that: 2.10.1. (ia) such Investor will have, at the Closing, sufficient cash, available lines of credit, unfunded capital commitments or other sources of immediately available funds, as applicable, to fulfill such Investor’s Commitment in accordance with the terms and subject to the conditions set forth herein; (ii) such Such Investor has the requisite full legal right, power and authority to execute, deliver and perform this Agreement, (iii) including the execution, delivery and performance of this Agreement by such Investor has been duly authorized due authorization by all necessary corporate action on in the part case of corporate Investors) to enter into this Agreement and to perform such Investor Investor's obligations hereunder without the need for the consent of any other Person; and no additional proceedings are necessary for such Investor to approve this Agreement, (iv) this Agreement has been duly authorized, executed and delivered by such Investor and constitutes a the legal, valid and binding agreement obligation of such Investor enforceable against such Investor in accordance with the terms hereof, . (vb) the execution, delivery and performance (including the provision and exchange of information) of this Agreement The Securities are being purchased by such Investor does for investment and not conflict with, require with a consent, waiver or approval underview to any distribution thereof that would violate the Securities Act, or result the applicable securities laws of any state; and such Investor will not distribute the Securities in a breach violation of the Securities Act or default underthe applicable securities laws of any state. (c) Such Investor understands that the Securities have not been registered under the Securities Act or the securities laws of any state and must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available. (d) Such Investor is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities being purchased are consistent with such Investor's overall investment program and financial position, and recognizes that there are substantial risks involved in the purchase of the Securities. (ae) if Such Investor confirms that (i) such Investor is an entity, any provision familiar with the business of its organizational documentsthe Company, (bii) any order, writ, injunction or Law applicable to such Investor has had the opportunity to ask questions of officers and directors of the Company and to obtain (and that such Investor has received to its satisfaction) such information about the business and financial condition of the Company as it or any of he has reasonably requested, and (iii) such Investor’s properties , either alone or with such Investor's representative (as defined in Rule 501(h) promulgated under the Securities Act), if any, has such knowledge and assets or (c) any of the terms of any material contract or agreement to which experience in financial and business matters that such Investor is party or by which such Investor is bound, and (vi) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger based upon arrangements made by or on behalf of such Investor. 2.10.2. Such Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Transactionsprospective investment in the Securities. (f) Such Investor acknowledges and understands that (i) Prism LLC's only asset is an option to acquire the Prism chip set business of Intersil (the "Prism Option"), including (ii) if the risk that Prism Option is not exercised, Prism LLC will have no value, (iii) if the Prism Option is to be exercised, such Investor could lose would be required to invest significant additional funds in Prism LLC to fund the entire value of exercise price under the Prism Option in order to avoid having such Investor’s investment's interests in Prism LLC substantially diluted and (iv) consents of (A) the holders of the 13.25% Senior Subordinated Notes Due 2009 of Intersil pursuant to the Indenture governing such notes and (B) the lenders under the Credit Agreement, and has so evaluated dated as of the merits and risks of such investment. Such Investor has made such independent investigation of Parentdate hereof, Merger Subamong Intersil, the Company, each the Lenders named therein, Credit Suisse First Boston, Xxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxx Guaranty Trust Company of their management and related matters as such Investor deems New York, are required for Prism LLC to be necessary or advisable in connection with exercise the Transactions, and is able to bear the economic and financial risk of participating in the Transactions. Such Investor did not make a decision to participate in the Transactions as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any general solicitation by a person not previously known to such Investor. Such Investor acknowledges that neither Pxxxxx, Merger Sub nor any of their respective Affiliates has rendered or will render any securities valuation advice or other advice to such Investor, and such Investor is not agreeing to participate in the Transactions in reliance upon, or with the expectation of, any such advicePrism Option. 2.10.3. Neither such Investor nor any of its Affiliates has entered into (or agreed to enter into) or, prior to the termination of this Agreement pursuant to Section 1.1, will enter into (or agree to enter into), any agreement, arrangement or understanding with any other Investor or any other potential investor, acquiror or group of potential investors or acquirors or any of its Subsidiaries, in each case with respect to the subject matter of this Agreement, the Merger Agreement or the Transactions or with respect to acquiring any material portion of the assets of the Company or any of its Subsidiaries other than this Agreement, the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Support Agreement, the Consortium Agreement, the Shareholders Agreement and any such documents contemplated thereunder. 2.10.4. Each Investor specifically understands and agrees that no Investor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the Transactions, and each Investor explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Investor specifically acknowledges, represents and warrants that it is not relying on any other Investor (a) for its due diligence concerning, or evaluation of, Parent, Merger Sub, the Company or their respective assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment. 2.10.5. Subject to the other terms of this Agreement that expressly limit an Investor’s obligations to proceed to the Closing, each Investor and Mr. Txxxxxxx Mo shall assist and cooperate in all commercially reasonable respects with the other parties hereto in doing all things necessary to consummate and make effective the Transactions. 2.10.6. The Lead Investor and Mr. Txxxxxxx Mo will, and will cause Parent to, use reasonable best efforts to keep each Investor informed on any significant progress with respect to the transactions contemplated by the Merger Agreement, including the execution of any material agreements or the success or failure in obtaining any required approval or clearance from competent regulatory authorities in connection therewith.