REPRESENTATIONS AND WARRANTIES OF EXPEDIA Sample Clauses
The "Representations and Warranties of Expedia" clause sets out specific statements and assurances made by Expedia regarding its authority, legal standing, and ability to enter into the agreement. Typically, this clause will confirm that Expedia is duly organized, has the necessary corporate power, and that entering into the contract does not violate any laws or other agreements. By including these representations and warranties, the clause provides the other party with confidence in Expedia’s legal capacity and reliability, thereby reducing the risk of disputes over authority or enforceability.
REPRESENTATIONS AND WARRANTIES OF EXPEDIA. Expedia hereby represents and warrants to Stockholder as follows: Expedia is a corporation duly organized and validly existing under the laws of the State of Washington. Expedia has full corporate power and authority to execute and deliver this Agreement and the Liquidation and Indemnification Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Liquidation and Indemnification Agreement and the consummation by Expedia of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Expedia, and no other proceedings on the part of Expedia are necessary to authorize this Agreement or the Liquidation and Indemnification Agreement or to consummate the transactions contemplated hereby or thereby. Each of this Agreement and the Liquidation and Indemnification Agreement has been duly and validly executed and delivered by Expedia and constitutes a valid and binding agreement of Expedia, except that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and to general principles of equity.
REPRESENTATIONS AND WARRANTIES OF EXPEDIA. Expedia represents and warrants to ▇▇▇▇▇▇, Liberty and Assignees that:
a. Expedia is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Assignment and to carry out its obligations hereunder and under the Governance Agreement;
b. the execution, delivery and performance of this Assignment by Expedia has been duly authorized by all necessary corporate action on the part of Expedia and no other corporate proceedings on the part of Expedia 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 Expedia and constitutes a valid and binding obligation of Expedia, and, assuming this Assignment constitutes a valid and binding obligation of ▇▇▇▇▇▇, Liberty and Assignees, is enforceable against Expedia in accordance with its terms;
d. the execution and delivery of this Assignment by Expedia, and the performance of its obligations hereunder and under the Governance Agreement, do not constitute a breach or violation of, or conflict with, Expedia’s restated certificate of incorporation or amended and restated by-laws or any material agreement to which Expedia is a party; and
e. prior to the date of this Assignment, the Executive Committee of the board of directors of Expedia has duly adopted the resolution set forth on Exhibit J to the Transaction Agreement, which resolution has not been amended, modified or rescinded.
REPRESENTATIONS AND WARRANTIES OF EXPEDIA. Expedia hereby represents and warrants to Stockholder as follows: Expedia is a corporation duly organized and validly existing under the laws of the state of Washington. Expedia has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Expedia of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Expedia, and no other proceedings on the part of Expedia are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Expedia and constitutes a valid and binding agreement of Expedia, except that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and to general principles of equity.