Liberty Sample Clauses

Liberty. No course of dealing between any parties hereto and no delay by any party in exercising its rights hereunder shall operate as a waiver of any fights of any party. No waiver shall be deemed to be made by any party of its rights hereunder unless the same shall be in writing signed on behalf of such party, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights or obligations of any other party in any other respect at any other time.

Liberty. The Vessel shall have liberty to sail with or without pilots, to tow or go to the assistance of vessels in distress as necessary for the purpose of saving life or property.

Liberty. Liberty Media Corporation, a Delaware corporation, and its successors and assigns, including for purposes of this definition any Person to which all or substantially all of Liberty's assets are transferred, whether by merger or otherwise.

Liberty i. On December 7, 2017, at approximately 1:14pm, a wildland fire known as the “Liberty Fire” was reported near Los Alamos Road and Xxxxxxx Xxxxx Road in the City of Murrieta. ii. SCE’s records indicate that on December 7, 2017, at approximately 1:08pm, with Red Flag and System Operating Bulleting 322 (reclosers in manual) in effect, the Clydesdale 12 kV Circuit out of Auld Substation relayed. The Parties believe that Pole Switch 2191 failed, which was supported by Pole No. 2090695E. iii. CPUC GO 165 provides minimum required intervals for detailed and annual inspections. SCE’s records indicate that prior to the Liberty Fire, SCE had inspected the area and equipment at issue per such guidelines and according to SCE’s DIMP. iv. The California Department of Forestry and Fire Protection (CAL FIRE) performed an investigation into the Liberty Fire and determined that the pole switch 2191 on SCE pole number 2090695E failed, igniting vegetation around the base of the pole.

Liberty. Liberty hereby represents and warrants to each Stockholder and the Company as follows: Liberty has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the terms of this Agreement. The execution and delivery of this Agreement by Liberty and the compliance by Liberty with the terms of this Agreement have been duly authorized by all necessary action on the part of Liberty and no other corporate proceedings on the part of Liberty are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by Liberty and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of Liberty, enforceable against Liberty in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

Liberty. Liberty Media Corporation, a Delaware corporation, and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets; provided that in the event a Transferee Parent becomes the Beneficial Owner of all or substantially all of the Equity Securities then Beneficially Owned by Liberty as to which Liberty has dispositive control, the term "Liberty" shall mean such Transferee Parent and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets. Liberty Acceptance Notice. As defined in Section 5(a). Liberty Global. As defined in the preamble. Liberty Offer Notice. As defined in Section 4(a). Liberty Offer Price. As defined in Section 4(a). Liberty Offered Shares. As defined in Section 4(a). Liberty Parties. Liberty and Liberty Global and including any Permitted Transferee of a Liberty Party who hereafter becomes bound by or who is required to become bound by this Agreement for so long as such Person is or is required to be so bound. Liberty Global and any such Permitted Transferee will each cease to be a Liberty Party at such time as such Person is no longer a Controlled Affiliate of Liberty. Liberty Party Equity Securities. As defined in the Standstill Agreement. Liberty Purchase Period. As defined in Section 5(c). License. Any license, franchise, authorization, permit, certificate, variance, exemption, concession, consent, lease, right of way, easement, instrument, order or approval domestic or foreign, of any Governmental Authority.

Liberty. The Stockholder or the relevant Affiliate shall maintain at all times from the incurrence of such indebtedness until such time that such indebtedness is satisfied in full, unencumbered assets in an amount sufficient for the repayment of such indebtedness.

Liberty. Based on the assumptions set forth in Item 4 and on the view set forth in the first paragraph of this Item 5(a), the aggregate number of shares of the Stock that Liberty owns beneficially, pursuant to Rule 13d-3 of the Act, is 957,373, which constitutes approximately 22.7% of the 4,217,616 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act. Except as set forth above, to the best of the knowledge of the Reporting Persons, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.

Liberty. Liberty hereby represents and warrants to each Stockholder and the Company as follows: Liberty is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Liberty has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the terms of this Agreement. The execution and delivery of this Agreement by Liberty, the consummation of the transactions contemplated hereby, and the compliance by Liberty with the terms of this Agreement have been duly authorized by all necessary action on the part of Liberty and no other corporate proceedings on the part of Liberty are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by Liberty and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of Liberty, enforceable against Liberty in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. Active 35044374.9 3261538.1

Liberty. Liberty Media and any successor (by merger, consolidation, transfer or otherwise) to all or substantially all of its assets.