IAC Parties Clause Samples

IAC Parties. Except as set forth in Section 4.11 of the IAC Disclosure Schedule, each IAC Party is in compliance with all applicable Laws in respect of the conduct of its business and ownership, possession and maintenance of its assets, except for any such failures of compliance as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

IAC Parties. Except as set forth in Section 4.02(a) of the IAC Disclosure Schedule, the execution and delivery by each IAC Party of this Agreement and by IAC and each Subsidiary of IAC (other than any Transferred Entity) of each Ancillary Agreement to which such Person will be a party as contemplated hereby does not and will not require any IAC Party or any of their respective Subsidiaries (other than any Transferred Entity) to obtain any consent, approval, order, permit, license or authorization (collectively, “Consents”) under any Law or any Contract to which any IAC Party or any of their respective Subsidiaries (other than any Transferred Entity) is a party or by which any of the assets or properties of any IAC Party or any of their respective Subsidiaries (other than any Transferred Entity) is bound or make or file any requisite registration, qualification, declaration or other statement (collectively, “Filings”) with any federal, state, local or foreign government or any court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign or supranational (each, a “Governmental Authority” and collectively, “Governmental Authorities”), except for (i) such Consents as have previously been obtained, or such Filings as have previously been made, and, in each case, which are in full force and effect, (ii) those Consents required to be obtained or Filings required to be made by any Liberty Party in connection with the consummation of the Transactions and (iii) such other Consents the failure of which to have been obtained, and such other Filings the failure of which to have been made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 4.02(a) of the IAC Disclosure Schedule, the performance by each IAC Party of this Agreement and by IAC and each Subsidiary of IAC (other than any Transferred Entity) that will be a party to an Ancillary Agreement as contemplated hereby of each Ancillary Agreement to which such Person will be a party and the consummation of the Transactions by the IAC Parties and their respective Subsidiaries (other than any Transferred Entity) does not and will not require any IAC Party or any of their respective Subsidiaries (other than any Transferred Entity) to obtain any Consent under any Law or any Contract to which any IAC Party or any of their respective Subsi...

IAC Parties. Each IAC Party is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Each IAC Party has the full power and authority to execute and deliver this Agreement and to consummate the Transactions, including to transfer and assign to the applicable Liberty Party all of such Person’s right, title and interest in and to all the Company Shares. IAC and each Subsidiary of IAC (other than any Transferred Entity) has the full power and authority to execute and deliver each Ancillary Agreement to which such Person will be a party and to consummate the transactions contemplated thereby. IAC and each Subsidiary of IAC (other than any Transferred Entity) that will execute any other documents in connection with the Closing as contemplated hereby, including the IAC Certificate (collectively, the “IAC Closing Documents”), has the full power and authority to execute and deliver the IAC Closing Documents to which such Person will be a party. The execution, delivery and performance by each IAC Party of this Agreement and the consummation by each IAC Party of the Transactions have been duly authorized by all necessary corporate or other legal action. The execution, delivery and performance by IAC and each Subsidiary of IAC (other than any Transferred Entity) of each Ancillary Agreement to which such Person will be a party, and the consummation by each such Person of the transactions contemplated thereby have been duly authorized by all necessary corporate or other legal action. The execution and delivery by IAC and each Subsidiary of IAC (other than any Transferred Entity) that will execute an IAC Closing Document as contemplated hereby of each IAC Closing Document so executed and delivered by such Person are within such Person’s corporate or other legal powers and have been duly authorized by all necessary corporate or other legal action. This Agreement, when executed and delivered by each IAC Party, will be duly executed and delivered by each such IAC Party and, when executed and delivered by the other parties thereto, will constitute a valid, binding and enforceable agreement of each such IAC Party enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principals governing the availability of equi...