Common use of REPRESENTATIONS AND WARRANTIES OF XXXXXXX Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and ----------------------------------------- warrants to Liberty that: this Agreement has been duly executed and delivered by Xxxxxxx and, assuming the due execution and delivery thereof by Liberty, is a valid and binding obligation of Xxxxxxx, enforceable against him 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; the execution and delivery of this Agreement and the performance of Xxxxxxx'x obligations hereunder will not conflict with or result in a material breach or violation of (i) any material agreement to which Xxxxxxx is a party or by which he or his property are bound, or (ii) assuming expiration of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), without objection to the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of Xxxxxxx'x knowledge, threatened against Xxxxxxx, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Xxxxxxx to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Xxxxxxx is the record and beneficial owner of the Company Securities listed below his 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, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Xxxxxxx does not beneficially own any Company Securities.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and ----------------------------------------- warrants to Liberty that: the Company that (a) the authorized signatory of Xxxxxxx set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind it thereto, (b) this Agreement has been duly authorized, executed and delivered by Xxxxxxx andXxxxxxx, assuming the due execution and delivery thereof by Liberty, is a valid and binding obligation of Xxxxxxx, enforceable against him Xxxxxxx in accordance with its terms, except as such enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors generally and by subject to general principles of equity; equity principles, (c) the execution and delivery of this Agreement Agreement, the consummation of any of the transactions contemplated hereby, and the performance fulfillment of Xxxxxxx'x obligations hereunder the terms hereof, in each case in accordance with the terms hereof, will not conflict with with, or result in a material 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 violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxxx, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material agreement 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 he or his property are it is bound, or and (e) as of the date of this Agreement, (i) Xxxxxxx beneficially owns in the aggregate 15,500,000 shares of Common Stock and (ii) assuming expiration of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Xxxxxxx does not currently have, as amended (the "HSR Act"), without objection and does not currently have any right to the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC")acquire, any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best interest in any other securities of Xxxxxxx'x knowledge, threatened against Xxxxxxx, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval derivative or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Xxxxxxx to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Xxxxxxx is the record and beneficial owner of the Company Securities listed below his name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and nonequity-assessable, and such Company Securities are free of any liens, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Xxxxxxx does not beneficially own any Company Securitieslinked positions therein.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and ----------------------------------------- warrants to Liberty SV Partner that: x. Xxxxxxx is an FDIC-insured industrial loan corporation, duly organized and validly existing under the laws of the State of Utah. As of the Effective Date, Xxxxxxx is a member of MasterCard and Visa. x. Xxxxxxx has all necessary power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement. This Agreement and the consummation by Xxxxxxx of the transactions contemplated hereby have been duly and validly authorized by all necessary action of Xxxxxxx. This Agreement has been duly executed and delivered by Xxxxxxx and, assuming and constitutes the due execution and delivery thereof by Liberty, is a valid and binding obligation obligations of Xxxxxxx, enforceable against him in accordance with its terms, terms (except as such enforceability enforcement may be limited by Applicable Law, including, without limitation, bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the creditors' rights of creditors generally and by general principles of law and equity; ). c. Neither the execution and delivery of this Agreement and nor the performance consummation of Xxxxxxx'x obligations hereunder will not conflict with or result in a material breach or violation of the transactions contemplated hereby by Xxxxxxx will: (i) conflict with, result in the breach of, constitute a default under or accelerate the performance required by the terms of any material agreement contract, instrument or commitment to which Xxxxxxx is a party or by which he or his property are Xxxxxxx is bound, or ; (ii) assuming expiration violate the - 25 - <PAGE> articles of all applicable waiting periods incorporation or by-laws of Xxxxxxx; (iii) require any consent or approval under any judgment, order, writ, decree, permit or license to which Xxxxxxx is a party or by which Xxxxxxx is bound or of any governmental agency; or (iv) require the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act consent or approval of 1976any other party to any contract, as amended (instrument or commitment to which Xxxxxxx is a party or by which it is bound, other than approvals that have been obtained or will be obtained prior to or on the "HSR Act"), without objection Effective Date. Xxxxxxx is not subject to any agreement with any governmental authority that would prevent the consummation by Xxxxxxx of the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; except for certain Delaware stockholder suits, there this Agreement. d. There is no actionclaim, suitor any litigation, proceeding proceeding, arbitration, investigation or investigation pending ormaterial controversy pending, against or affecting Xxxxxxx that will have a material adverse effect on the ability of Xxxxxxx to consummate the transactions contemplated hereby. To the best of Xxxxxxx'x knowledge, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened against Xxxxxxxor is contemplated. x. Xxxxxxx has not agreed to pay any fee or commission to any agent, Libertybroker, Newco, the Company finder or their respective affiliates relating to other person for or in connection with this Agreement or the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except hereby that would give rise to any claim against SV Partner for filings under the HSR Act, no consent, approval any brokerage commission or authorization of, finder's fee or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Xxxxxxx to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Xxxxxxx is the record and beneficial owner of the Company Securities listed below his 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, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Xxxxxxx does not beneficially own any Company Securities.like payment. ARTICLE 7 - COVENANTS 7.1