Common use of Certain Representations by Members Clause in Contracts

Certain Representations by Members. Each Member represents, warrants, agrees and acknowledges that, as of the date hereof, (i) it has been duly authorized to purchase and hold its Membership Interests and to execute and deliver this Agreement and all other instruments executed and delivered on behalf of it in connection with the acquisition of its Membership Interests, (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder will not result in a breach or violation of, a default under, or conflict with (A) its Organizational Documents or (B) any existing agreement to which it or any of its properties or assets is subject, other than in the case of clause (ii) (B) above, such breaches, violations, defaults and conflicts that will not materially adversely affect the ability of the Company and the Members to consummate the transactions and acts contemplated by this Agreement and, to the best of its knowledge, will not subject the Company, any wholly-owned Subsidiary of the Company or the Members to any material liability or materially and adversely affect the ability of the Company or any wholly-owned Subsidiary of the Company to conduct its business as currently conducted or as proposed to be conducted, (iii) this Agreement has been duly authorized, executed and delivered by, and is a binding agreement on the part of, such Member enforceable against such Member in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and (iv) all authorizations, consents, approvals, orders, notices, filings, registrations, qualifications and exemptions of, with or from any court, administrative agency or commission or other federal, state or local governmental authority and agencies, departments or subdivisions thereof or any self-regulatory authority required to be obtained or made by or on behalf of such Member in connection with the execution of this Agreement or the performance of its obligations hereunder, to its knowledge, have been duly obtained or made by such Member and are in full force and effect, other than authorizations, consents, approvals, orders, notices, filings, registrations, qualifications and exemptions the absence of which would not have individually or in the aggregate a material adverse effect on the transactions contemplated by this Agreement. Each Member agrees to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Damages") incurred by the Company or any such other Member or any Affiliate of any Member arising from any breach by such Member of any of the foregoing representations and warranties or the representations and warranties contained in Section 6.1(b) of this Agreement (the "Breaching Member"); provided, however, that (A) if the Breaching Member is AT&T Sub, AT&T shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from AT&T Sub's breach of any of the foregoing representations and warranties, (B) if the Breaching Member is IDT Sub or IDT Investments, IDT Corporation shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from IDT Sub's or IDT Investments' breach of any of the foregoing representations and warranties, and (C) if the Breaching Member is Liberty Sub, LMC shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from Liberty Sub's breach of any of the foregoing representations and warranties.

Certain Representations by Members. Each Member represents, warrants, agrees and acknowledges that, as of the date hereof, (i) it has been duly authorized to purchase and hold its Membership Interests and to execute and deliver this Agreement and all other instruments executed and delivered on behalf of it in connection with the acquisition of its Membership Interests, (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder will not result in a breach or violation of, a default under, or conflict with (A) its Organizational Documents or (B) any existing agreement to which it or any of its properties or assets is subject, other than in the case of clause (ii) (B) above, such breaches, violations, defaults and conflicts that will not materially adversely affect the ability of the Company and the Members to consummate the transactions and acts contemplated by this Agreement and, to the best of its knowledge, will not subject the Company, any wholly-owned Subsidiary subsidiary of the Company or the Members to any material liability or materially and adversely affect the ability of the Company or any wholly-owned Subsidiary of the Company to conduct its business as currently conducted or as proposed to be conducted, (iii) this Agreement has been duly authorized, executed and delivered by, and is a binding agreement on the part of, such Member enforceable against such Member in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and (iv) all authorizations, consents, approvals, orders, notices, filings, registrations, qualifications and exemptions of, with or from any court, administrative agency or commission or other federal, state or local governmental authority and agencies, departments or subdivisions thereof or any self-regulatory authority required to be obtained or made by or on behalf of such Member in connection with the execution of this Agreement or the performance of its obligations hereunder, to its knowledge, have been duly obtained or made by such Member and are in full force and effect, other than authorizations, consents, approvals, orders, notices, filings, registrations, qualifications and exemptions the absence of which would not have individually or in the aggregate a material adverse effect on the transactions contemplated by this Agreement. Each Member agrees to indemnify the Company, any wholly-owned Subsidiary Subsidiaries of the Company and each other Member against any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Damages") incurred by the Company or any such other Member or any Affiliate of any Member arising from any breach by such Member of any of the foregoing representations and warranties or the representations and warranties contained in Section 6.1(b) of this Agreement (the "Breaching Member"); provided, however, that (A) if the Breaching Member is AT&T Sub, AT&T shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from AT&T Sub's breach of any of the foregoing representations and warranties, and (B) if the Breaching Member is IDT Sub or IDT InvestmentsSub, IDT Corporation shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from IDT Sub's or IDT Investments' breach of any of the foregoing representations and warranties, and (C) if the Breaching Member is Liberty Sub, LMC shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from Liberty Sub's breach of any of the foregoing representations and warranties.

Certain Representations by Members. Each Member (other than GAP with respect to clause (iv) below) represents, warrants, agrees and acknowledges that, as of the date hereof, (i) it has been duly authorized to purchase and hold its Membership Interests Shares and to execute and deliver this Agreement and all other instruments executed and delivered on behalf of it in connection with the acquisition of its Membership InterestsShares, (ii) the execution and delivery consummation of the transactions contemplated by this Agreement and the performance of its obligations hereunder will not result in a breach or violation of, a default under, or conflict with (A) its Organizational Documents or (B) any existing agreement to which it or any of its properties or assets is subject, other than in the case of clause (ii) (B) above, such breaches, violations, defaults and conflicts that will not materially adversely affect the ability of the Company and the Members to consummate the transactions and acts contemplated by this Agreement and, to the best of its knowledge, will not subject the Company, any wholly-owned Subsidiary of the Company or the Members to any material liability or materially and adversely affect the ability of the Company or any wholly-owned Subsidiary of the Company to conduct its business as currently conducted or as proposed to be conducted, (iii) this Agreement has been duly authorized, executed and delivered by, and is a binding agreement on the part of, such Member enforceable against such Member in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, terms and (iv) all authorizations, consents, approvals, orders, notices, filings, registrations, qualifications and exemptions of, with or from any court, administrative agency or commission or other federal, state or local governmental authority and agencies, departments or subdivisions thereof Governmental Authority or any selfSelf-regulatory authority Regulatory Organization required to be obtained or made by or on behalf of such Member in connection with the execution of this Agreement or the performance of its obligations hereunder, to its knowledge, have been duly obtained or made by such Member and are in full force and effect. GAP represents, other than warrants, agrees and acknowledges that, as of the date hereof (i) to the best of its knowledge, no material authorizations, consents, approvals, orders, notices, filings, registrations, qualifications and exemptions of, with or from Governmental Authority (“Approvals”) to which it may be subject are required to be obtained or made by or on behalf of GAP in connection with the absence execution of this Agreement or the performance of its obligations hereunder, other than (x) those Approvals required pursuant to the Securities Act or the Exchange Act and in each case the rules and regulations promulgated thereunder and (y) filings or notices pursuant to state “blue sky” securities laws which would not have individually may be made after the Effective Date, and (ii) neither GAP nor any of its Affiliates is a member, or in otherwise subject to the aggregate jurisdiction, of any Self-Regulatory Organization, other than any Affiliate of GAP which is a material adverse effect portfolio company of GAP LLC and whose securities are listed on the transactions contemplated by this Agreementa national securities exchange or quoted on Nasdaq. Each Member agrees to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, but not limited to, including reasonable attorneys' ’ fees) (collectively, "Damages") incurred by the Company or any such other Member or any Affiliate of any Member arising from any breach by such Member of any of the foregoing representations and warranties or the representations and warranties contained in Section 6.1(b) of this Agreement (the "Breaching Member"); provided, however, that (A) if the Breaching Member is AT&T Sub, AT&T shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from AT&T Sub's breach of any of the foregoing representations and warranties, (B) if the Breaching Member is IDT Sub or IDT Investments, IDT Corporation shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from IDT Sub's or IDT Investments' breach of any of the foregoing representations and warranties, and (C) if the Breaching Member is Liberty Sub, LMC shall also covenant and agree to indemnify the Company, any wholly-owned Subsidiary of the Company and each other Member against any and all Damages arising from Liberty Sub's breach of any of the foregoing representations and warranties.