Representations and Warranties of Liberty. Liberty hereby represents and warrants to A/N that Liberty is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Liberty and the consummation by Liberty of the transactions contemplated hereby (i) will not violate or constitute a breach of or conflict with its certificate of incorporation or bylaws and (ii) have been duly and validly authorized by, and no other proceedings on the part of, Liberty are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Liberty and, assuming it has been duly and validly authorized, executed and delivered by A/N, constitutes a legal, valid and binding obligation of Liberty enforceable against Liberty in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to or affecting enforcement of creditors’ rights generally, and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
Representations and Warranties of Liberty. Liberty represents and warrants to Xxxxxx that:
Representations and Warranties of Liberty. As of the date hereof and the closing of the Merger Agreement, Liberty represents and warrants to Stockholder and the Company as follows:
Representations and Warranties of Liberty. Liberty hereby represents and warrants to Parent and the Company as follows:
Representations and Warranties of Liberty. Liberty represents and warrants to Lee xx follows.
Representations and Warranties of Liberty. Liberty represents and warrants to the Company and to A/N that:
Representations and Warranties of Liberty. Liberty hereby represents and warrants to the MTVN Entities and the Partnership, as follows:
Representations and Warranties of Liberty. Except (a) as set forth in the disclosure schedule delivered by Liberty to SiriusXM simultaneously with the execution of this Agreement (the “Liberty Disclosure Schedule”) and (b) as set forth in the Liberty SEC Documents publicly available and filed with or furnished to the SEC since December 31, 2021 but at least three (3) Business Days prior to the date of this Agreement (excluding any disclosures (i) referenced in the “Forward Looking Statements” section(s), (ii) in any risk factors section and (iii) any other disclosures that are similarly predictive or forward-looking in nature), Liberty represents and warrants to SiriusXM that the statements contained in this Article III, in each case other than with respect to SiriusXM and its Subsidiaries, are true and correct. The Liberty Disclosure Schedule shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article III and Article IV, and the disclosure in any section shall be deemed to qualify the numbered and lettered sections contained in this Article III and Article IV that correspond to the section of the Liberty Disclosure Schedule in which such disclosure is set forth as well as any other sections in this Article III and Article IV to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other sections.
Representations and Warranties of Liberty. 14 SECTION 4.1 Corporate Existence and Power.............................14 SECTION 4.2 Certificate of Incorporation and Bylaws; Minute Books.....14 SECTION 4.3
Representations and Warranties of Liberty. Liberty hereby represents and warrants to the Company and Merger Sub that:
