REPRESENTATIONS AND WARRANTIES OF EXPEDIA Sample Clauses

REPRESENTATIONS AND WARRANTIES OF EXPEDIA. Expedia hereby represents and warrants to Stockholder as follows: Expedia is a corporation duly organized and validly existing under the laws of the State of Washington. Expedia has full corporate power and authority to execute and deliver this Agreement and the Liquidation and Indemnification Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Liquidation and Indemnification Agreement and the consummation by Expedia of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Expedia, and no other proceedings on the part of Expedia are necessary to authorize this Agreement or the Liquidation and Indemnification Agreement or to consummate the transactions contemplated hereby or thereby. Each of this Agreement and the Liquidation and Indemnification Agreement has been duly and validly executed and delivered by Expedia and constitutes a valid and binding agreement of Expedia, except that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and to general principles of equity.
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REPRESENTATIONS AND WARRANTIES OF EXPEDIA. Expedia represents and warrants to Xxxxxx, Liberty and Assignees that: a. Expedia is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Assignment and to carry out its obligations hereunder and under the Governance Agreement; b. the execution, delivery and performance of this Assignment by Expedia has been duly authorized by all necessary corporate action on the part of Expedia and no other corporate proceedings on the part of Expedia are necessary to authorize this Assignment or the matters contemplated hereby or by the Governance Agreement; c. this Assignment has been duly executed and delivered by Expedia and constitutes a valid and binding obligation of Expedia, and, assuming this Assignment constitutes a valid and binding obligation of Xxxxxx, Liberty and Assignees, is enforceable against Expedia in accordance with its terms; d. the execution and delivery of this Assignment by Expedia, and the performance of its obligations hereunder and under the Governance Agreement, do not constitute a breach or violation of, or conflict with, Expedia’s restated certificate of incorporation or amended and restated by-laws or any material agreement to which Expedia is a party; and e. prior to the date of this Assignment, the Executive Committee of the board of directors of Expedia has duly adopted the resolution set forth on Exhibit J to the Transaction Agreement, which resolution has not been amended, modified or rescinded.
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REPRESENTATIONS AND WARRANTIES OF EXPEDIA. Expedia hereby represents and warrants to Stockholder as follows: Expedia is a corporation duly organized and validly existing under the laws of the state of Washington. Expedia has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Expedia of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Expedia, and no other proceedings on the part of Expedia are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Expedia and constitutes a valid and binding agreement of Expedia, except that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and to general principles of equity.
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Related to REPRESENTATIONS AND WARRANTIES OF EXPEDIA

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

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