Common use of REPRESENTATIONS AND WARRANTIES OF XXXXXXX Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants with respect to himself as follows as of the date hereof: (a) Xxxxxxx has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed, and delivered by Xxxxxxx, constitutes a valid and binding obligation and agreement of Xxxxxxx, and is enforceable against Xxxxxxx in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles. (c) The execution, delivery and performance of this Agreement by Xxxxxxx does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Xxxxxxx, or (ii) result in any material breach or material violation of, or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any agreement, contract, commitment, understanding or arrangement to which Xxxxxxx is a party or by which Xxxxxxx is bound and which is material to Xxxxxxx. (d) As of immediately prior to the execution of this Agreement, neither Xxxxxxx, nor any Affiliate or Associate of Xxxxxxx, is the beneficial owner of any shares of Common Stock. Upon execution of this Agreement, Xxxxxxx may be deemed to have formed a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Shareholder Group with respect to the Common Stock. (e) In addition, Xxxxxxx consents and agrees to serve as a director of the Company as of the date hereof in accordance with the terms of this Agreement.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants with respect to himself as follows as to, and agrees with, each of the date hereofUnderwriters that: (a) Xxxxxxx has directly owns the power and authority to execute, deliver and carry out Incentive Distribution Rights; such Incentive Distribution Rights are duly authorized by the terms and provisions of this Partnership Agreement and to consummate are validly issued, fully paid and non-assessable (except as such non- assessability may be affected by matters described in the transactions contemplated herebyProspectus under the caption "The Partnership Agreement--Limited Liability"); and Xxxxxxx owns such Incentive Distribution Rights free and clear of all liens, encumbrances, charges or claims. (b) This Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxx, constitutes a valid and binding obligation and agreement of Xxxxxxx, and is enforceable against Xxxxxxx in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles.; (c) The sale of the Offered Subordinated Units by the General Partner, and the execution, delivery and performance by the Partnership, the General Partner and Xxxxxxx, as the case may be, of this Agreement and the consummation by Xxxxxxx does not the Partnership, the General Partner and Xxxxxxx, as the case may be, of the Transactions will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Xxxxxxx, or (ii) result in any material a breach or material violation of any of the terms or provisions of, or constitute a material default (or cause an event which with notice or lapse acceleration of time or both could become a material default) under or pursuant toany obligation under, or result in the loss imposition or creation of (or the obligation to create or impose) a material benefit under, or give any right of termination, amendment, acceleration or cancellation ofLien with respect to, any material bond, note, debenture or other evidence of indebtedness or any material indenture, mortgage, deed of trust, loan agreement, contract, commitment, understanding lease or arrangement other agreement or instrument to which Xxxxxxx is a party or by which Xxxxxxx is bound or to which any of its properties or assets is subject, nor will such action result in any breach or violation of the provisions of the charter or bylaws of Xxxxxxx, or contravene any order of any court or governmental agency or body having jurisdiction over Xxxxxxx or any of its properties, or violate or conflict with any statute, rule or regulation or administrative or court decree applicable to Xxxxxxx or any of its properties; and which no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is material to Xxxxxxxrequired for the performance by Xxxxxxx of its obligations under this Agreement. (d) As of immediately prior Xxxxxxx has not taken, directly or indirectly, any action designed to the execution of this Agreement, neither Xxxxxxx, nor any Affiliate or Associate of Xxxxxxx, is the beneficial owner of any shares of Common Stock. Upon execution of this Agreement, Xxxxxxx may that might reasonably be deemed expected to have formed a “group” (within the meaning of Section 13(d)(3) cause or result in stabilization or manipulation of the Exchange Act) with the Shareholder Group with respect to the Common Stock. (e) In addition, Xxxxxxx consents and agrees to serve as a director price of the Company as Units to facilitate the sale or resale of the date hereof Offered Subordinated Units, except for the lock-up arrangements described in accordance with the terms of this AgreementProspectus.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants with respect to himself as follows as of the date hereof: Company that (a) the authorized signatory of Xxxxxxx set forth on the signature page hereto has the power and authority to execute, deliver execute this Agreement and carry out the terms and provisions of any other documents or agreements to be entered into in connection with this Agreement and to consummate the transactions contemplated hereby. bind it thereto, (b) This this Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxx, constitutes and is a valid and binding obligation and agreement of Xxxxxxx, and is enforceable against Xxxxxxx in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles. , (c) The the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Xxxxxxx as currently in effect, (d) the execution, delivery and performance of this Agreement by Xxxxxxx does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxxx, or (ii) result in any material breach or material violation of, of or constitute a material default (or an event which with notice or lapse of time or both could become constitute such a material breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Xxxxxxx such member is a party or by which Xxxxxxx it is bound bound, and which is material to Xxxxxxx. (de) As as of immediately prior to the execution date of this Agreement, neither Xxxxxxx, nor any Affiliate or Associate of Xxxxxxx, is (i) Xxxxxxx beneficially owns in the beneficial owner of any aggregate 15,500,000 shares of Common Stock. Upon execution of this AgreementStock and (ii) Xxxxxxx does not currently have, Xxxxxxx may be deemed and does not currently have any right to have formed a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Shareholder Group with respect to the Common Stock. (e) In additionacquire, Xxxxxxx consents and agrees to serve as a director any interest in any other securities of the Company as of the date hereof in accordance with the terms of this Agreementor derivative or equity-linked positions therein.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants with respect to himself GCI and GCC as follows as of the date hereoffollows: (a) Xxxxxxx is a corporation duly organized and validly existing under the laws of England. (b) Xxxxxxx has the all requisite corporate power and authority to execute, deliver and carry out the terms perform this Agreement. The execution, delivery and provisions performance by Xxxxxxx of this Agreement and to consummate have been duly authorized by all necessary corporate action on the transactions contemplated herebypart of Xxxxxxx. (bc) This Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxx, . This Agreement constitutes a legal and valid and binding obligation and agreement of Xxxxxxx, and is enforceable against Xxxxxxx it in accordance with its terms, except as enforcement thereof may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and similar laws affecting the creditors' rights of creditors and subject remedies generally, and subject, as to enforceability, to general equity principlesprinciples of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (cd) The execution, None of the execution and delivery and performance by Xxxxxxx of this Agreement Agreement, the consummation of the transactions contemplated hereby or thereby, or compliance by Xxxxxxx does not and with any of the provisions hereof or thereof will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Xxxxxxx, or (ii) result in any material breach or material violation of, or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant towith, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation breach of, any agreementprovision of the memorandum or articles of association of Xxxxxxx; or (ii) violate any statute, contractrule, commitment, understanding regulation or arrangement to which Xxxxxxx is a party Order (as hereinafter defined) of any governmental body or authority by which Xxxxxxx is bound bound; except, in the case of clause (ii), for such violations, breaches or defaults as would not, individually or in the aggregate, materially and which is material to Xxxxxxxadversely impair or delay the consummation of the transactions contemplated by this Agreement. (de) As No consent, waiver, approval, Order, permit or authorization of, or declaration or filing with, or notification to, any governmental authority is required on the part of immediately prior to Xxxxxxx in connection with the execution and delivery of this Agreement, neither Xxxxxxx, nor Agreement or the compliance by Xxxxxxx with any Affiliate of the provisions hereof or Associate thereof. (f) The Xxxxx Cable Shares constitute all of Xxxxxxx, the issued and outstanding shares of capital stock of the Xxxxx Cable Companies. Xxxxxxx is the beneficial owner of the Xxxxx Cable Shares, free and clear of any shares of Common Stock. Upon execution of this Agreementliens, Xxxxxxx may be deemed to have formed a “group” claims, security interests, pledges, restrictions, or other encumbrances whatsoever (within the meaning of Section 13(d)(3) of the Exchange Act) with the Shareholder Group with respect to the Common Stockcollectively, "Liens"). (e) In addition, Xxxxxxx consents and agrees to serve as a director of the Company as of the date hereof in accordance with the terms of this Agreement.