Common use of Representations and Warranties of Xxxxxx Clause in Contracts

Representations and Warranties of Xxxxxx. Xxxxxx represents and warrants to Expedia, Liberty and Assignees that: a. he has the power and authority to enter into this Assignment and to carry out his obligations hereunder and under the Governance Agreement; b. the execution, delivery and performance of this Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other actions on the part of Xxxxxx 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 Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Assignment constitutes a valid and binding obligation of Expedia, Liberty and Assignees, is enforceable against Xxxxxx in accordance with its terms; and d. the execution and delivery of this Assignment by Xxxxxx, and the performance of his obligations hereunder and under the Governance Agreement, do not constitute a breach or violation of, or conflict with, any material agreement to which Xxxxxx is a party.

Representations and Warranties of Xxxxxx. Xxxxxx represents and warrants to Expedia, Liberty and Assignees that: a. he has the power and authority to enter into this Assignment and to carry out his obligations hereunder and under the Governance Stockholders Agreement; b. the execution, delivery and performance of this Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other actions on the part of Xxxxxx 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 Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Assignment constitutes a valid and binding obligation of Expedia, Liberty and Assignees, is enforceable against Xxxxxx in accordance with its terms; and d. the execution and delivery of this Assignment by Xxxxxx, and the performance of his obligations hereunder and under the Governance Stockholders Agreement, do not constitute a breach or violation of, or conflict with, any material agreement to which Xxxxxx is a party.