Common use of REPRESENTATIONS AND WARRANTIES OF LIBERTY Clause in Contracts

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 represents and warrants to Xxxxxx and Expedia Charter 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 Amendment and to carry out its obligations hereunder and under the Governance Stockholders Agreement; b. the execution, delivery and performance of this Assignment Amendment 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 Amendment or the matters contemplated hereby or by the Governance Stockholders Agreement; c. this Assignment Amendment has been duly executed and delivered by Liberty and constitutes a valid and binding obligation of Liberty, and, assuming this Assignment Amendment constitutes a valid and binding obligation of Expedia and XxxxxxCharter, is enforceable against Liberty in accordance with its terms, subject to the Bankruptcy Exception; d. the execution and delivery of the Assignment this Amendment by Liberty and the performance of its obligations hereunder and under the Governance Stockholders Agreement, do not constitute a breach or violation of, or conflict with, Liberty’s restated certificate of incorporation, as amended, incorporation or amended and restated bylaws; e. this Assignment Amendment is being entered into in connection with the SplitBroadband Spin-Off, which constitutes a Distribution Transaction involving SplitcoAssignee, the Liberty Splitco, and its wholly owned subsidiaries LEXEB and Marginco, the a Qualified Distribution TransfereesTransferee, pursuant to Section 5.01 3.4 of the Governance Stockholders Agreement; and f. in connection with the SplitBroadband Spin-Off, Liberty has contributed all Company Common Shares Voting Securities Beneficially Owned by it to Splitco, which has in turn contributed such shares to Marginco and LEXEBAssignee.

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 Stockholders 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 Stockholders 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 Stockholders 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 SplitcoSplitco and Qualified Distribution Transferee, and its wholly 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 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 SplitSpin-Off, which constitutes a Distribution Transaction involving SplitcoSpinco, the Liberty SplitcoSpinco, and its wholly owned subsidiaries LEXEB [Sub] and Marginco, the Qualified Distribution Transferees, pursuant to Section 5.01 of the Governance Agreement; and f. in connection with the SplitSpin-Off, Liberty has contributed all Company Common Shares Beneficially Owned by it to SplitcoSpinco, which has in turn contributed such shares to Marginco and LEXEB[Sub].

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 Stockholders 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 Stockholders 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 Stockholders 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 SplitSpin-Off, which constitutes a Distribution Transaction involving SplitcoSpinco, the Liberty SplitcoSpinco and Qualified Distribution Transferee, and its wholly wholly-owned subsidiaries LEXEB [Sub] and Marginco, the Qualified Distribution Transferees, pursuant to Section 5.01 of the Governance Agreement; and f. in connection with the SplitSpin-Off, Liberty has contributed all Company Common Shares Beneficially Owned by it to SplitcoSpinco, which has in turn contributed such shares to Marginco and LEXEB[Sub].