Common use of REPRESENTATIONS AND WARRANTIES OF LIBERTY Clause in Contracts

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 Liberty is capable of evaluating the merits and risks of an investment in Liberty Interests. Liberty has been given the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering and other matters pertaining to this investment, has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information provided to Liberty in order for Liberty to evaluate the merits and risks of a purchase of Liberty Interests and has not relied in connection with this purchase upon any representations, warranties or agreements of the Company other than those expressly set forth in this Agreement. With the assistance of Liberty’s own professional advisors, to the extent that Liberty has deemed appropriate, Liberty has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in Liberty Interests and the consequences of this Agreement. In deciding to purchase Liberty Interests, Liberty is not relying on the advice or recommendations of the Company and Liberty has made its own independent decision that the investment in the Liberty Interests is suitable and appropriate for Liberty.

REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty represents and ----------------------------------------- warrants to the Company and to A/N Xxxxxxx that: : (a) it Liberty is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate full power and authority to enter into execute, deliver and perform this Agreement 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 Liberty's obligations hereunder have been duly authorized by all necessary action (corporate or other) 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; Liberty; (cb) this Agreement has been duly executed and delivered by Liberty and, assuming the due execution and constitutes delivery hereof by Xxxxxxx, is 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; , except as such 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; (dc) none of the execution, execution and delivery or performance of this Agreement by Liberty constitutes and the performance of Liberty's obligations hereunder will not conflict with or result in a material breach or violation of (i) any material agreement to which Liberty is a party or conflicts with by which Liberty or its restated certificate property is bound, or (ii) assuming expiration of incorporation all applicable waiting periods under the HSR Act without objection to the transactions contemplated hereby by the DOJ or bylawsthe FTC, any applicable law or regulation; and (d) except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of Liberty's knowledge, threatened against Liberty, Xxxxxxx, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; (e) Liberty is acquiring New Securities pursuant to except for filings under the First Tranche PurchaseHSR Act, the Second Tranche Purchaseno consent, the Capital Raising Preemptive Right approval 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 toauthorization of, or forany registration, resalequalification or filing with, distribution any governmental agency 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 authority 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 Liberty person is capable of evaluating the merits and risks of an investment in Liberty Interests. Liberty has been given the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering and other matters pertaining to this investment, has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information provided to Liberty required in order for Liberty to evaluate execute, deliver and perform its obligations under this Agreement; (f) except as set forth on Schedule III Liberty is the merits record and risks of a purchase of Liberty Interests and has not relied in connection with this purchase upon any representations, warranties or agreements beneficial owner of the Company Securities listed below its name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and non-assessable, and such Company Securities are free of any liens, claim charges, security interests, pledges, or encumbrances of any kind (other than those expressly any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and (g) other than as set forth in this Agreement. With the assistance of Liberty’s own professional advisorsSchedule I, to the extent that neither Liberty has deemed appropriatenor Tele-Communications, Liberty has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in Liberty Interests and the consequences of this Agreement. In deciding to purchase Liberty Interests, Liberty is not relying on the advice or recommendations of the Inc. ("TCI") beneficially owns any Company and Liberty has made its own independent decision that the investment in the Liberty Interests is suitable and appropriate for LibertySecurities.

REPRESENTATIONS AND WARRANTIES OF LIBERTY. Liberty hereby represents and warrants to the Company and to A/N that: (a) it Liberty has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Liberty has the all requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, and to carry out his or perform its obligations hereunder; (b) hereunder and to consummate the execution, transactions contemplated hereby. The execution and delivery and performance by Liberty of this Agreement by Liberty and the consummation by Liberty of the transactions contemplated under the Contribution Agreement hereby have 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 the execution, delivery and performance by Liberty of this Agreement or any the consummation by Liberty of the transactions contemplated under the Contribution Agreement; (c) this hereby. This Agreement has been duly executed and delivered by Liberty and, assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes a legal, 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;, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (db) none Liberty’s compliance with all of the execution, delivery or performance provisions of this Agreement by Liberty constitutes and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or conflicts provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of the Restated Certificate of Incorporation of Liberty or the Bylaws of Liberty or (iii) subject to Section 1.2(e) of this Agreement, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by Liberty of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with its restated certificate any such court or governmental agency or body is required for the consummation by Liberty of incorporation or bylawsthe transactions contemplated by this Agreement. Liberty has heretofore made such filings as are necessary under the HSR Act for it to acquire up to $659.5 million in voting securities of the Company (as determined in accordance with the HSR Act); andand the waiting period with respect to such HSR Act filing has heretofore expired. (ec) None of the information supplied in writing by Liberty or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) 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 i) is an “accredited investor” as defined in Rule 501(a) under within the meaning of the Securities Act. Liberty shall furnish any additional information requested by , (ii) understands that the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase issuance and sale of the Liberty Interests. Liberty understands that Purchased Shares pursuant to this Agreement is intended to be exempt from the Liberty Interests have not been registered prospectus delivery and registration requirements under the Securities Act or and that any state securities laws by reason transaction advice of specific exemptions under a Restricted Book Position (and the provisions thereof which depend related records of BNY Mellon) will bear the legend set forth in part upon the investment intent of Liberty and of the other representations made by Liberty in this Agreement. Liberty Section 4.1 hereof, (iii) has such knowledge, skill sufficient knowledge and experience in business, financial and investment business matters that Liberty is so as to be capable of evaluating the merits and risks of its investment in the Purchased Shares, (iv) is acquiring the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that the Purchased Shares will be issued and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in the Purchased Shares and (B) a total loss in respect of such investment. (e) Liberty Interests. Liberty has been given will have on the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering and other matters pertaining to this investment, has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information provided to Liberty in order for Liberty to evaluate the merits and risks of a purchase of Liberty Interests and has not relied in connection with this purchase upon any representations, warranties or agreements of the Company other than those expressly set forth in this Agreement. With the assistance of Liberty’s own professional advisors, to the extent that Liberty has deemed appropriate, Liberty has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in Liberty Interests and the consequences of this Agreement. In deciding Closing Date sufficient funds to purchase Liberty Interests, Liberty is not relying on the advice or recommendations of the Company and Liberty has made its own independent decision that the investment in the Liberty Interests is suitable and appropriate for LibertyTranche II Shares.