Common use of Representations and Warranties of the Assignee Clause in Contracts

Representations and Warranties of the Assignee. Each of the parties on Appendix A, severally as to itself, represents and warrants that (a) this Agreement and the performance by such party of its obligations hereunder (i) has been duly authorized, executed and delivered by such party, and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms, (ii) does not require approval by any owners or holders of any equity interest in such party (except as has already been obtained), and (iii) does not violate any material law, any order of any court or other agency of government, the charter or other organizational documents of such party, as amended, or constitute a breach or violation of or conflict with any material agreement to which such party is bound and none of such material agreements would impair in any material respect the ability of such party to perform its obligations hereunder, (b) as of the date hereof, after taking into account the Company Common Shares to be acquired by the Assignee in the Subsequent Transfer and based upon the number of Company Common Shares outstanding as set forth in the Company’s latest Report on Form 10-K or Form 10-Q, as applicable, the Assignee does not Beneficially Own Company Common Shares in excess of the Ownership Limitation, and (c) as of the date hereof, it is the Beneficial Owner of the number and type of Company Common Shares (or other equity securities of the Company) set forth (including, without limitation, as to the form of ownership) on Appendix B hereto. [Each of the parties on Appendix A, severally as to itself, represents and warrants that (a) as of the date hereof, it is an “affiliate” (as such term is defined in Section 203(c)(1) of the DGCL) of Assignor and (b) as of the Effective Date, it was not an “affiliate” (as such term is defined in Section 203(c)(1) of the DGCL) of Assignor.]16

Appears in 6 contracts

Samples: Governance Agreement (Expedia, Inc.), Governance Agreement (Expedia, Inc.), Governance Agreement (Diller Barry)

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