Common use of Ownership of Liberty LLC Clause in Contracts

Ownership of Liberty LLC. After giving effect to the offering of the Firm Shares as contemplated herein (including the Redemption Transaction related thereto and assuming no purchase by the Underwriters of the Additional Shares), the Company owns a managing member interest in Liberty LLC and 14,472,440 Liberty LLC Units; such managing member interest and Liberty LLC Units have been duly authorized and validly issued in accordance with the Liberty LLC Agreement and are fully paid (to the extent required under the Liberty LLC Agreement) and non-assessable (except with respect to the Liberty LLC Units, as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “DLLCA”)); and such managing member interest and Liberty LLC Units are owned by the Company free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except (A) Liens under (i) the Credit Agreement, dated September 19, 2017, by and among Xxxxx Fargo Bank, National Association, as administrative agent, Xxxxx Fargo Bank, National Association, JPMorgan Chase Bank, N.A. and Citibank, N.A., as joint lead arrangers, Xxxxx Fargo Bank, National Association, as book runner, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, the lender parties thereto, Liberty Holdings, as parent and LOS LLC and LOS Acquisition Co I LLC (“LOS Acquisition”), each as a borrower and (ii) the Credit Agreement, dated September 19, 2017, by and among LOS LLC and LOS Acquisition, each as a borrower, Liberty Holdings, as parent guarantor and U.S. Bank National Association as agent (as amended and supplemented, the “Credit Agreements”) and (B) as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Ownership of Liberty LLC. After giving effect to the offering of the Firm Shares as contemplated herein herein, (including the Redemption Transaction related thereto and assuming no purchase by the Underwriters of the Additional Shares), i) the Company owns a managing member interest in Liberty LLC and 14,472,440 171,587,952 units representing limited liability company interests of Liberty LLC (the “Liberty LLC Units”) and (i) R/C Corp. owns 15,259,481 Liberty LLC Units; such managing member interest and Liberty LLC Units have been duly authorized and validly issued in accordance with the Second Amended and Restated Limited Liability Company Operating Agreement of Liberty LLC Agreement (the “Liberty LLC Agreement”) and are fully paid (to the extent required under the Liberty LLC Agreement) and non-assessable (except with respect to the Liberty LLC Units, as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “DLLCA”)); and such managing member interest and Liberty LLC Units are owned by the Company free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except (A) Liens under (i) the Credit Agreement, dated September 19, 2017, by and among Xxxxx Fargo Bank, National Association, as administrative agent, Xxxxx Fargo Bank, National Association, JPMorgan Chase Bank, N.A. and Citibank, N.A., as joint lead arrangers, Xxxxx Fargo Bank, National Association, as book runner, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, the lender parties thereto, Liberty Holdings, as parent and LOS LLC and LOS Acquisition Co I LLC (“LOS Acquisition”), each as a borrower (as amended and supplemented, the “ABL Facility”) and (ii) the Credit Agreement, dated September 19, 2017, by and among LOS LLC and LOS Acquisition, each as a borrower, Liberty Holdings, as parent guarantor guarantor, and U.S. Bank National Association as agent (as amended and supplemented, and together with the ABL Facility, the “Credit Agreements”) and (B) as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Ownership of Liberty LLC. After giving effect to the offering of the Firm Shares as contemplated herein (including the Redemption Transaction related thereto and assuming no purchase by the Underwriters of the Additional Sharesthereto), the Company owns a managing member interest in Liberty LLC and 14,472,440 178,310,595 Liberty LLC Units; such managing member interest and Liberty LLC Units have been duly authorized and validly issued in accordance with the Liberty LLC Agreement and are fully paid (to the extent required under the Liberty LLC Agreement) and non-assessable (except with respect to the Liberty LLC Units, as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “DLLCA”)); and such managing member interest and Liberty LLC Units are owned by the Company free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except (A) Liens under (i) the Credit Agreement, dated September 19, 2017, by and among Xxxxx Fargo Bank, National Association, as administrative agent, Xxxxx Fargo Bank, National Association, JPMorgan Chase Bank, N.A. and Citibank, N.A., as joint lead arrangers, Xxxxx Fargo Bank, National Association, as book runner, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, the lender parties thereto, Liberty Holdings, as parent and LOS LLC and LOS Acquisition Co I LLC (“LOS Acquisition”), each as a borrower and (ii) the Credit Agreement, dated September 19, 2017, by and among LOS LLC and LOS Acquisition, each as a borrower, Liberty Holdings, as parent guarantor and U.S. Bank National Association as agent (as amended and supplemented, the “Credit Agreements”) and (B) as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Ownership of Liberty LLC. After giving effect to the offering of the Firm Shares as contemplated herein (including the Redemption Transaction related thereto and assuming no purchase by the Underwriters of the Additional Sharesthereto), the Company owns a managing member interest in Liberty LLC and 14,472,440 74,551,021 Liberty LLC Units; such managing member interest and Liberty LLC Units have been duly authorized and validly issued in accordance with the Liberty LLC Agreement and are fully paid (to the extent required under the Liberty LLC Agreement) and non-assessable (except with respect to the Liberty LLC Units, as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “DLLCA”)); and such managing member interest and Liberty LLC Units are owned by the Company free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”), except (A) Liens under (i) the Credit Agreement, dated September 19, 2017, by and among Xxxxx Fargo Bank, National Association, as administrative agent, Xxxxx Fargo Bank, National Association, JPMorgan Chase Bank, N.A. and Citibank, N.A., as joint lead arrangers, Xxxxx Fargo Bank, National Association, as book runner, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, the lender parties thereto, Liberty Holdings, as parent and LOS LLC and LOS Acquisition Co I LLC (“LOS Acquisition”), each as a borrower and (ii) the Credit Agreement, dated September 19, 2017, by and among LOS LLC and LOS Acquisition, each as a borrower, Liberty Holdings, as parent guarantor and U.S. Bank National Association as agent (as amended and supplemented, the “Credit Agreements”) and (B) as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.