REPRESENTATIONS AND WARRANTIES OF COMCAST Sample Clauses

REPRESENTATIONS AND WARRANTIES OF COMCAST. Except as set forth in the Comcast Disclosure Schedule, regardless of whether the relevant Section herein refers to the Comcast Disclosure Schedule, or in the Specified Comcast SEC Documents filed prior to the date hereof, Comcast represents and warrants to AT&T as follows:

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast represents and warrants to TWC that: (a) Comcast is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and has full power and authority to execute, deliver and perform this Agreement and the performance of Comcast's obligations hereunder have been duly authorized by all necessary corporate action on the part of Comcast; (b) this Agreement has been duly executed and delivered by Comcast and, assuming the due execution and delivery thereof by TWC, is a valid and binding obligation of such Comcast, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) except for compliance with the 1934 Act and the HSR Act, and customary FCC and franchising authority approvals and assuming consummation of the Closing (as defined in the Comcast/Adelphia Purchase Agreement (as defined in the Exchange Agreement)) and the transactions contemplated by the Exchange Agreement, the execution and delivery of this Agreement and the performance of Comcast's obligations hereunder do not and will not (to Comcast's knowledge, to the extent relating to the Comcast Exchange Systems) (i) require any material consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which Comcast or any of its affiliates is a party or (B) any applicable law or regulation that is material; (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to Comcast's knowledge, threatened against Comcast or its affiliates relating to the Exchange that could reasonably be expected to materially interfere with the Exchange; (f) if Comcast exercises the Option, to Comcast's knowledge Comcast, as of the Closing, will own 100% of ownership interests in each Comcast Exchange System and, assuming compliance with the matters referred to in clause (c) above, will have the right to transfer to TWC 100% of the ownership interests in such Comcast Exchange System, free and clear of any material liens or other restrictions or limitations.

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast hereby represents and warrants to Newco and GE that, except as set forth in the Comcast Disclosure Letter:

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast represents and warrants to Microsoft as of the date hereof and as of the Closing that:

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast hereby represents and warrants to BTH that:

REPRESENTATIONS AND WARRANTIES OF COMCAST. SECTION 5.01. Corporate Existence and Power.................................42 SECTION 5.02. Corporate Authorization.......................................42 SECTION 5.03. Governmental Authorization....................................42 SECTION 5.04. Non-contravention.............................................43

REPRESENTATIONS AND WARRANTIES OF COMCAST. Except as set forth in the Comcast Disclosure Schedule or as disclosed in the Comcast SEC Documents filed prior to the date hereof, Comcast represents and warrants to MediaOne that:

REPRESENTATIONS AND WARRANTIES OF COMCAST. SECTION 5.01. Corporate Existence and Power 42 SECTION 5.02. Corporate Authorization 42 SECTION 5.03. Governmental Authorization 42 SECTION 5.04. Non-contravention 43 PAGE SECTION 5.05. Capitalization 43 SECTION 5.06. Subsidiaries 44 SECTION 5.07. SEC Filings 45 SECTION 5.08. Financial Statements 46 SECTION 5.09. Information Supplied 46 SECTION 5.10. Absence of Certain Changes 46 SECTION 5.11. No Undisclosed Material Liabilities 47 SECTION 5.12. Compliance with Laws and Court Orders 47 SECTION 5.13. Litigation 47 SECTION 5.14. Finders’ Fees 48 SECTION 5.15. Opinion of Financial Advisor 48 SECTION 5.16. Taxes 48 SECTION 5.17. Tax Opinions 49 SECTION 5.18. Employee Benefit Plans and Labor Matters 49 SECTION 5.19. Environmental Matters 52 SECTION 5.20. Intellectual Property 52 SECTION 5.21. Contracts 53 SECTION 5.22. Vote Required 54 SECTION 5.23. Antitakeover Statutes; Charter and Bylaw Provisions 54 SECTION 5.24. AT&T Securities 54 SECTION 5.25. Transactions with Affiliates 54 SECTION 5.26. Investments 54 SECTION 5.27. No Approval Rights 55 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF AT&T SECTION 6.01. Corporate Existence and Power 55 SECTION 6.02. Corporate Authorization 55 SECTION 6.03. Governmental Authorization 56 SECTION 6.04. Non-contravention 57 SECTION 6.05. Capitalization 57 SECTION 6.06. AT&T Broadband and AT&T Broadband Subsidiaries 59 SECTION 6.07. SEC Filings 60 SECTION 6.08. Financial Statements 61 SECTION 6.09. Information Supplied 61 SECTION 6.10. Absence of Certain Changes 62 SECTION 6.11. No Undisclosed Material Liabilities 62 SECTION 6.12. Compliance with Laws and Court Orders 63 SECTION 6.13. Litigation 63 SECTION 6.14. Finders’ Fees 63 SECTION 6.15. Opinion of Financial Advisor 64 PAGE SECTION 6.16. Taxes 64 SECTION 6.17. Tax Opinions 65 SECTION 6.18. Employee Benefit Plans and Labor Matters 65 SECTION 6.19. Environmental Matters 67 SECTION 6.20. Intellectual Property 68 SECTION 6.21. Contracts 69 SECTION 6.22. AT&T Shareholder Vote 70 SECTION 6.23. Antitakeover Statutes 70 SECTION 6.24. Comcast Securities 70 SECTION 6.25. TWE; At Home 70 SECTION 6.26. Intercompany Transactions 72 SECTION 6.27. Sufficiency of Transferred Assets 72 SECTION 6.28. Investments 73 ARTICLE 7 COVENANTS OF COMCAST SECTION 7.01. Comcast Interim Operations 73 SECTION 7.02. Comcast Shareholders’ Meeting; Proxy Material 77 SECTION 7.03. Voting Agreement 78 ARTICLE 8 COVENANTS OF AT&T SECTION 8.01. AT&T Broadband Interim Operations 78 SECTION 8.02. AT&T Shareholders...

REPRESENTATIONS AND WARRANTIES OF COMCAST. Section 5.01.

REPRESENTATIONS AND WARRANTIES OF COMCAST. Comcast hereby represents and warrants to GE, NBCH and HoldCo as of the date hereof and as of the Closing Date that: