Common use of Representations of the Holder Clause in Contracts

Representations of the Holder. The Holder represents and warrants (x) to Charter LLC and any of its designees or assignees that on the date hereof and at each Redemption Closing, and (y) to Allex xxx any of his designees or assignees that on the date hereof and at each Put Closing: (a) the Holder has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms; (c) at each Redemption Closing or Put Closing, as applicable the Holder or one of its Permitted Transferees will own all of the Issued Units required to be purchased and sold at such Redemption Closing or Put Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Issued Units), other than those arising under applicable law and those arising under the Operating Agreement; (d) upon the transfer of the Issued Units pursuant to Section 3 or 4, as applicable, Charter LLC or Allex (xx their respective designees, as applicable) will receive good title to the Issued Units, free and clear of all liens, encumbrances and adverse interests created by the Holder, any Permitted Transferee, or any of their respective predecessors-in-interest, other than those arising under applicable law or those arising under the Operating Agreement.

Representations of the Holder. The Holder represents and warrants (x) to Charter LLC and any of its designees or assignees that on the date hereof and at each Redemption Closing, and (y) to Allex xxx any of his designees or assignees that on the date hereof and at each Put Closing: (a) the Holder has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms; (c) at each Redemption Closing or Put the Closing, as applicable the Holder or one of its Permitted Transferees will own all of the Issued Put Units required to be purchased and sold at such Redemption Closing or Put the Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Issued Units), Put Units (other than restrictions set forth in the Charter LLC Operating Agreement, those arising under applicable law and those arising under the Operating Agreementorganizational documents of the issuer of the Put Units)); and (d) upon the transfer of the Issued Put Units pursuant to Section 3 or 4, as applicable3, Charter LLC or Allex (xx their respective designees, as applicable) its designee will receive good title to the Issued Put Units, free and clear of all liens, encumbrances and adverse interests created by the Holder, any Permitted Transferee, or any of their respective predecessors-in-interest, other than those arising under applicable law or those arising under the Operating Agreementorganizational documents of the relevant issuer.

Representations of the Holder. The Holder represents and warrants (x) to Charter LLC and any applicable Permitted Transferees) jointly represent and warrant to CII, Allex xxx any of its their respective designees or assignees that on the date hereof and at each Redemption Closing, and (y) to Allex xxx any of his designees or assignees that on the date hereof and at each Put Closing: (a) the Holder (or Permitted Transferee) has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of the HolderHolder (or any Permitted Transferee), enforceable against the Holder in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting creditors' rights generally or by judicial discretion in the enforcement of equitable remedies; (c) at each Redemption Closing or Put Closing, as applicable the Holder (or one of its any Permitted Transferees Transferee) will own all of the Issued Units Common Stock required to be purchased and sold at such Redemption Closing or Put the Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Issued Units), Common Stock (other than those restrictions set forth in the Stockholders Agreement, those arising under applicable law and those arising under the Operating Agreementorganizational documents of CII)); (d) upon the transfer of the Issued Units pursuant Common Stock to Section 3 CII or 4Allex, as applicablexx the case may be, Charter LLC or CII, Allex (xx their respective designees, as applicable) designees will receive good title to the Issued UnitsCommon Stock, free and clear of all liens, encumbrances and adverse interests created by the Holder, Holder (or any Permitted Transferee, or any of their respective predecessors-in-interest), other than those arising under applicable law or those arising under the Operating Agreementorganizational documents of CII (if applicable).

Representations of the Holder. The Holder represents and warrants (x) to Charter LLC Vulcan and any of its designees or assignees that on the date hereof and at each Redemption Closing, and (y) to Allex xxx any of his designees or assignees that on the date hereof and at each Put Closing: (a) the Holder has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms; (c) at each Redemption Closing or Put the Closing, as applicable the Holder or one of its Permitted Transferees will own all of the Issued Put Units required to be purchased and sold at such Redemption Closing or Put the Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Issued Units), Put Units (other than restrictions set forth in the Charter LLC Operating Agreement, those arising under applicable law and those arising under the Operating Agreementorganizational documents of the issuer of the Put Units)); (d) upon the transfer of the Issued Put Units pursuant to Section 3 3, Vulcan or 4, as applicable, Charter LLC or Allex (xx their respective designees, as applicable) its assignee will receive good title to the Issued Put Units, free and clear of all liens, encumbrances and adverse interests created by the Holder, any Permitted Transferee, or any of their respective predecessors-in-interest, other than those arising under applicable law or those arising under the Operating Agreementorganizational documents of the relevant issuer.

Representations of the Holder. The Holder represents and warrants (x) to Charter LLC and any of its designees or assignees that on the date hereof and at each Redemption Closing, and (y) to Allex xxx any of his designees or assignees that on the date hereof and at each Put Closing: (a) the Holder has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms; (c) at each Redemption Closing or Put the Closing, as applicable the Holder or one of its Permitted Transferees will own all of the Issued Put Units required to be purchased and sold at such Redemption Closing or Put the Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Issued Units), Put Units (other than restrictions set forth in the Charter LLC Operating Agreement, those arising under applicable law and those arising under the Operating Agreementorganizational documents of the issuer of the Put Units)); (d) upon the transfer of the Issued Put Units pursuant to Section 3 or 43, as applicable, Charter LLC or Allex (xx their respective designees, as applicable) his designee will receive good title to the Issued Put Units, free and clear of all liens, encumbrances and adverse interests created by the Holder, any Permitted Transferee, or any of their respective predecessors-in-interest, other than those arising under applicable law or those arising under the Operating Agreementorganizational documents of the relevant issuer.