Common use of REPRESENTATIONS AND WARRANTIES OF XXXXXXX Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and ----------------------------------------- warrants to Liberty that: this Agreement has been duly executed and delivered by Xxxxxxx and, assuming the due execution and delivery thereof by Liberty, is a valid and binding obligation of Xxxxxxx, enforceable against him in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; the execution and delivery of this Agreement and the performance of Xxxxxxx'x obligations hereunder will not conflict with or result in a material breach or violation of (i) any material agreement to which Xxxxxxx is a party or by which he or his property are bound, or (ii) assuming expiration of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), without objection to the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of Xxxxxxx'x knowledge, threatened against Xxxxxxx, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Xxxxxxx to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Xxxxxxx is the record and beneficial owner of the Company Securities listed below his name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and non-assessable, and such Company Securities are free of any liens, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Xxxxxxx does not beneficially own any Company Securities.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and ----------------------------------------- warrants to Liberty that: the Company that (a) the authorized signatory of Xxxxxxx set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind it thereto, (b) this Agreement has been duly authorized, executed and delivered by Xxxxxxx andXxxxxxx, assuming the due execution and delivery thereof by Liberty, is a valid and binding obligation of Xxxxxxx, enforceable against him Xxxxxxx in accordance with its terms, except as such enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors generally and by subject to general principles of equity; equity principles, (c) the execution and delivery of this Agreement Agreement, the consummation of any of the transactions contemplated hereby, and the performance fulfillment of Xxxxxxx'x obligations hereunder the terms hereof, in each case in accordance with the terms hereof, will not conflict with with, or result in a material breach or violation of the organizational documents of Xxxxxxx as currently in effect, (d) the execution, delivery and performance of this Agreement by Xxxxxxx does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxxx, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material agreement benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Xxxxxxx such member is a party or by which he or his property are it is bound, or and (e) as of the date of this Agreement, (i) Xxxxxxx beneficially owns in the aggregate 15,500,000 shares of Common Stock and (ii) assuming expiration of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Xxxxxxx does not currently have, as amended (the "HSR Act"), without objection and does not currently have any right to the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC")acquire, any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best interest in any other securities of Xxxxxxx'x knowledge, threatened against Xxxxxxx, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval derivative or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Xxxxxxx to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Xxxxxxx is the record and beneficial owner of the Company Securities listed below his name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and nonequity-assessable, and such Company Securities are free of any liens, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Xxxxxxx does not beneficially own any Company Securitieslinked positions therein.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and ----------------------------------------- warrants to Liberty that: Bay, for itself and with respect to and on behalf of each of the Xxxxxxx Subsidiaries (to the extent applicable), that the statements contained in this Agreement has been duly executed Article III (and delivered by as reflected on the Xxxxxxx and, assuming Disclosure Schedules) are true and correct as of the due execution and delivery thereof by Liberty, is a valid and binding obligation of Xxxxxxx, enforceable against him in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; the execution and delivery date of this Agreement and will be true and correct as of the performance Closing Date (as though made then and as though the Closing Date were substituted for the date of Xxxxxxx'x obligations hereunder will this Agreement throughout this Article III, except that those representations and warranties which by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date); provided, however, that no representation or warranty contained in this Article III shall be deemed untrue or incorrect, and Xxxxxxx shall not conflict be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event that Xxxxxxx can establish has previously been disclosed to Bay by the Xxxxxxx Companies or their Representatives; and provided further that no representation or warranty contained in this Article III shall be deemed untrue or incorrect, and Xxxxxxx shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or result in events inconsistent with any paragraph of Article III, has had or is reasonably expected to have a material breach or violation of Material Adverse Effect, disregarding for these purposes (i) any material agreement to which Xxxxxxx is a party qualification or by which he or his property are boundexception for, or reference to, materiality in any such representation or warranty and (ii) assuming expiration any use of the terms “material,” “materially,” “in all applicable waiting periods under material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; provided further that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976foregoing standard shall not apply to representations and warranties contained in Sections 3.1, as amended 3.2, 3.3, 3.5, 3.8(d), 3.14, 3.18, 3.19, 3.23, 3.31, 3.36 and 3.39, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects (the "HSR Act"“Article III Standard”), without objection to the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of Xxxxxxx'x knowledge, threatened against Xxxxxxx, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Xxxxxxx to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Xxxxxxx is the record and beneficial owner of the Company Securities listed below his name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and non-assessable, and such Company Securities are free of any liens, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Xxxxxxx does not beneficially own any Company Securities.