REPRESENTATIONS AND WARRANTIES OF DIRECTV. DIRECTV represents and warrants that, as of the date hereof and as of the Closing Date, DIRECTV is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by DIRECTV and the consummation by DIRECTV of the transactions contemplated hereby (i) will not violate any order, writ, injunction, decree, statute, rule, regulation or Law applicable to DIRECTV, (ii) will not violate or constitute a breach or default under any agreement by which DIRECTV may be bound, (iii) except as set forth on Schedule 8, will not require the consent of or any notice or other filing with any third party, including any Governmental Authority, and (iv) have been duly and validly authorized, and no other proceedings on the part of DIRECTV are necessary to authorize this Agreement or, subject to receipt of the DIRECTV Stockholder Approval, to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by DIRECTV and, assuming it has been duly and validly authorized, executed and delivered by Liberty, constitutes a legal, valid and binding obligation of DIRECTV enforceable against DIRECTV in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting enforcement of creditors' rights generally, and general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity).
REPRESENTATIONS AND WARRANTIES OF DIRECTV. DIRECTV represents and warrants to TiVo and agrees that:
REPRESENTATIONS AND WARRANTIES OF DIRECTV. Except as set forth in the correspondingly identified subsection of the disclosure schedule delivered by DIRECTV to Liberty and Splitco simultaneously with the execution of this Agreement (the "DIRECTV Disclosure Schedule"), DIRECTV represents and warrants to Liberty and Splitco:
REPRESENTATIONS AND WARRANTIES OF DIRECTV. Section 4.1. Organization and Standing
Section 4.2. Power and Authority
Section 4.3. Conflicts; Consents and Approvals
Section 4.4. Xxxxxx Class A Shares
Section 4.5. Litigation
REPRESENTATIONS AND WARRANTIES OF DIRECTV. DIRECTV hereby represents and warrants to the Malones as follows:
REPRESENTATIONS AND WARRANTIES OF DIRECTV. As of the date hereof and as of each Closing (except to the extent any representation or warranty is made as of a specified date, in which case such representation and warranty shall be made as of such date), DIRECTV hereby represents and warrants to Televisa as follows:
REPRESENTATIONS AND WARRANTIES OF DIRECTV. DIRECTV hereby represents and warrants to the Company that the statements contained in this Section 4 are true and complete as of the date of this Agreement and will be true and complete as of the Share Delivery Date (as though made then and as though the Share Delivery Date were substituted for the date of this Agreement) as follows:
REPRESENTATIONS AND WARRANTIES OF DIRECTV. As of the date hereof and as of each applicable Closing, DIRECTV hereby represents and warrants to Liberty as follows:
REPRESENTATIONS AND WARRANTIES OF DIRECTV. DirecTV hereby represents and warrants to Globo as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF DIRECTV. Effective as of the date hereof and as of each applicable Closing (except to the extent any representation or warranty is made as of a specified date, in which case such representation and warranty shall be made as of such date), DIRECTV makes the following representations and warranties to News:
