Common use of Complete Agreement; Representations Clause in Contracts

Complete Agreement; Representations. (a) This Agreement, including any exhibits and schedules hereto, and the Ancillary Agreements, contain all of the terms, conditions and representations and warranties agreed upon or made by the parties relating to the subject matter of this Agreement and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties or their representatives, oral or written, respecting such subject matter. (b) Remainco represents on behalf of itself and each other member of the Remainco Group and FOX represents on behalf of itself and each other member of the FOX Group as follows: (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each other Ancillary Agreement to which it is a party and to consummate the transactions contemplated by such agreements; and (ii) this Agreement has been duly executed and delivered by such Person (if such Person is a Party) and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof (assuming the due execution and delivery thereof by the other Party), and each of the other Ancillary Agreements to which it is or will be a party is or will be duly executed and delivered by it and will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof (assuming the due execution and delivery thereof by the other party or parties to such Ancillary Agreements), except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other Laws relating to creditors’ rights generally and by general equitable principles.

Complete Agreement; Representations. (a) This Agreement, including any exhibits the Exhibits and schedules hereto, Schedules hereto and the Ancillary Agreements, contain all of Agreements shall constitute the terms, conditions and representations and warranties agreed upon or made by entire agreement between the parties relating Parties with respect to the subject matter of this Agreement hereof and shall supersede all prior and contemporaneous agreements, previous negotiations, correspondence, undertakings commitments and communications of the parties or their representatives, oral or written, respecting writings with respect to such subject matter. (b) Remainco Parent represents on behalf of itself and each other member of the Remainco Parent Group and FOX Xxxxx Xxxxxxx represents on behalf of itself and each other member of the FOX Xxxxx Xxxxxxx Group as follows: (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each other Ancillary Agreement (collectively, the "TRANSACTION AGREEMENTS") to which it is a party and to consummate the transactions contemplated by such agreementsthe Transaction Agreements to which it is a party; and (ii) this Agreement has been duly executed and delivered by such Person (if such Person is a Party) and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof thereof (assuming the due execution and delivery thereof by the other Party), and each of the other Ancillary Transaction Agreements to which it is or will be a party is or will be duly executed and delivered by it and will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof (assuming the due execution and delivery thereof by the other party or parties to such Ancillary AgreementsTransaction Agreement), except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other Laws relating to creditors’ rights generally and by general equitable principles.