REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty represents and warrants to Xxxxxx and Expedia that:
a. Liberty 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 Liberty has been duly authorized by all necessary corporate action on the part of Liberty and no other corporate proceedings on the part of Liberty 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 Liberty and constitutes a valid and binding obligation of Liberty, and, assuming this Assignment constitutes a valid and binding obligation of Expedia and Xxxxxx, is enforceable against Liberty in accordance with its terms;
d. the execution and delivery of the Assignment by Liberty and the performance of its obligations hereunder and under the Governance Agreement, do not constitute a breach or violation of, or conflict with, Liberty’s restated certificate of incorporation, as amended, or amended and restated bylaws;
e. this Assignment is being entered into in connection with the Split-Off, which constitutes a Distribution Transaction involving Splitco, the Liberty Splitco, and its wholly owned subsidiaries LEXEB and Marginco, the Qualified Distribution Transferees, pursuant to Section 5.01 of the Governance Agreement; and
f. in connection with the Split-Off, Liberty has contributed all Company Common Shares Beneficially Owned by it to Splitco, which has in turn contributed such shares to Marginco and LEXEB.
REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty hereby represents and warrants to A/N that Liberty is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware 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 Liberty and the consummation by Liberty of the transactions contemplated hereby (i) will not violate or constitute a breach of or conflict with its certificate of incorporation or bylaws and (ii) have been duly and validly authorized by, and no other proceedings on the part of, Liberty are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Liberty and, assuming it has been duly and validly authorized, executed and delivered by A/N, constitutes a legal, valid and binding obligation of Liberty enforceable against Liberty 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 LIBERTY. As of the date hereof and the closing of the Merger Agreement, Liberty represents and warrants to Stockholder and the Company as follows:
(a) Liberty is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly executed and delivered by Liberty and, assuming the due execution and delivery of this Agreement by Stockholder and the Company, is the valid and binding obligation of Liberty, enforceable against Liberty in accordance with its terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor the performance by Liberty of its obligations hereunder will Conflict with (i) its certificate of incorporation, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Liberty is a party or by which Liberty is bound to the extent such Conflict would materially affect Liberty's ability to consummate the transactions contemplated hereby or (iii) any injunction, judgment, writ, decree, order or ruling applicable to Liberty to the extent such Conflict would materially affect Liberty's ability to consummate the transactions contemplated hereby.
(d) Except as set forth on Schedule 1.2(d), neither the execution and delivery of this Agreement nor the performance by Liberty of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Liberty or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings with the FCC or pursuant to the Xxxx Xxxxx Act, and the rules and regulations promulgated thereunder or the federal securities laws.
REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty represents and warrants to the Company and to A/N that:
(a) it 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 Agreement and to carry out his or its obligations hereunder;
(b) the execution, delivery and performance of this Agreement by Liberty and the consummation by Liberty of the transactions contemplated under the Contribution 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 or any of the transactions contemplated under the Contribution Agreement;
(c) this Agreement has been duly executed and delivered by Liberty and constitutes a valid and binding obligation of Liberty, and, assuming this Agreement constitutes a valid and binding obligation of the Company and A/N, is enforceable against Liberty in accordance with its terms;
(d) none of the execution, delivery or performance of this Agreement by Liberty constitutes a breach or violation of or conflicts with its restated certificate of incorporation or bylaws; and
(e) Liberty is acquiring New Securities pursuant to the First Tranche Purchase, the Second Tranche Purchase, the Capital Raising Preemptive Right or the Liberty Future Preemptive Rights, as applicable (any Company Equity so acquired, the “Liberty Interests”), for Liberty’s own account as principal, for investment purposes only. Liberty is not acquiring any Liberty Interests with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and Liberty is not acquiring any Liberty Interests on behalf of any undisclosed principal or affiliate. Liberty is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Liberty shall furnish any additional information requested by the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Liberty Interests. Liberty understands that the Liberty Interests have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of Liberty and of the other representations made by Liberty in this Agreement. Liberty has such knowledge, skill and experience in business, financial and investment matters that Libert...
REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty hereby represents and warrants to Parent and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty represents and warrants to Lee xx follows.
REPRESENTATIONS AND WARRANTIES OF LIBERTY. Except (a) as set forth in the disclosure schedule delivered by Liberty to SiriusXM simultaneously with the execution of this Agreement (the “Liberty Disclosure Schedule”) and (b) as set forth in the Liberty SEC Documents publicly available and filed with or furnished to the SEC since December 31, 2021 but at least three (3) Business Days prior to the date of this Agreement (excluding any disclosures (i) referenced in the “Forward Looking Statements” section(s), (ii) in any risk factors section and (iii) any other disclosures that are similarly predictive or forward-looking in nature), Liberty represents and warrants to SiriusXM that the statements contained in this Article III, in each case other than with respect to SiriusXM and its Subsidiaries, are true and correct. The Liberty Disclosure Schedule shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article III and Article IV, and the disclosure in any section shall be deemed to qualify the numbered and lettered sections contained in this Article III and Article IV that correspond to the section of the Liberty Disclosure Schedule in which such disclosure is set forth as well as any other sections in this Article III and Article IV to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other sections.
REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty hereby represents and warrants to Emmis as follows:
REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty hereby represents and warrants to the MTVN Entities and the Partnership, as follows:
REPRESENTATIONS AND WARRANTIES OF LIBERTY. On or prior to the date hereof, Liberty has delivered to Peoples a schedule (“Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either (i) in response to an express disclosure requirement contained in a provision hereof or (ii) as an exception to one or more representations or warranties contained in this Article II or to one or more covenants contained in Article IV. Liberty represents and warrants to Peoples as follows:
