Common use of REPRESENTATIONS AND WARRANTIES OF TWC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF TWC. TWC hereby represents and warrants to FlashNet that: (a) It has been duly incorporated and is validly existing and in good standing under the laws of the State of Utah. (b) It has duly authorized the execution, delivery and performance of this Agreement and the other Transaction Documents. It has duly executed and delivered this Agreement. This Agreement constitutes, and upon the execution and delivery by it of the other Transaction Documents in accordance with the terms hereof, the other Transaction Documents will constitute, valid and legally binding agreements of it enforceable against it in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors' rights and by limitations on the availability of equitable remedies. (c) Neither the execution and delivery by it of this Agreement or the other Transaction Documents nor the consummation by it of the transactions contemplated herein or therein will violate any provision of its certificate of incorporation or bylaws or any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to it, or conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which it is a party or by which it or any of its assets is bound. (d) No consent, approval or authorization from or filing or declaration with any governmental agency or any other person or entity is required of it in connection with the execution and delivery of this Agreement and the other Transaction Documents or the performance of its obligations hereunder or thereunder. (e) The issuance of the shares of its common stock issuable upon conversion of the Note has been duly authorized by it, and upon conversion of the Note in accordance with the terms thereof, the shares of common stock of it issued in connection therewith will be duly authorized, validly issued, and fully paid and non-assessable and free and clear of the preemptive rights of any person or entity. (f) It has full power and authority and has taken all required action necessary to permit it to execute and deliver and to carry out the terms of this Agreement and the other Transaction Documents.

REPRESENTATIONS AND WARRANTIES OF TWC. TWC hereby represents and warrants to FlashNet Comcast that: : (a) It has been TWC is a corporation duly incorporated and is organized, validly existing and in good standing under the laws of the State of Utah. (b) It Delaware, and has duly authorized the executionfull power and authority to execute, delivery deliver and performance of perform this Agreement and the other Transaction Documents. It performance of TWC’s obligations hereunder have been duly authorized by all necessary corporate action on the part of TWC; (b) this Agreement has been duly executed and delivered this Agreement. This Agreement constitutesby TWC and, and upon assuming the due execution and delivery thereof by it Comcast, is a valid and binding obligation of the other Transaction Documents TWC, enforceable in accordance with the terms hereof, the other Transaction Documents will constitute, valid and legally binding agreements of it enforceable against it in accordance with their its terms, except as such enforceability may be limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally the enforceability of creditors' rights and by limitations on the availability general principles of equitable remedies. equity; (c) Neither except for compliance with the execution Securities Exchange Act of 1934, as amended (the “1934 Act”), and delivery by it the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of this Agreement or 1976, as amended (the other Transaction Documents nor “HSR Act”), and customary Federal Communications Commission (“FCC”) and franchising authority approvals and assuming consummation of the consummation by it of Closing (as defined in the TWC/Adelphia Agreement) and the transactions contemplated herein or therein will violate any provision of its certificate of incorporation or bylaws or any statuteby the Exchange Agreement, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to it, or conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which it is a party or by which it or any of its assets is bound. (d) No consent, approval or authorization from or filing or declaration with any governmental agency or any other person or entity is required of it in connection with the execution and delivery of this Agreement and the other Transaction Documents or the performance of its TWC’s obligations hereunder do not and will not (i) require any material consent, approval or thereunder. authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which TWC or any of its affiliates is a party or (B) any applicable law or regulation that is material; (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to TWC’s knowledge, threatened against TWC or its affiliates relating to the Exchange that could reasonably be expected to materially interfere with the Exchange; and (e) The issuance TWC owns (and as of the shares Closing will own) 100% of its common stock issuable upon conversion ownership interests in each TWC Exchange System, and as of the Note has been duly authorized by itapplicable Closing, and upon conversion assuming compliance with the matters referred to in clause (c) above, will have the right to transfer to Comcast 100% of the Note ownership interests in accordance with the terms thereofsuch TWC Exchange System, the shares of common stock of it issued in connection therewith will be duly authorized, validly issued, and fully paid and non-assessable and free and clear of the preemptive rights of any person material liens or entityother restrictions or limitations. (f) It has full power and authority and has taken all required action necessary to permit it to execute and deliver and to carry out the terms of this Agreement and the other Transaction Documents.

REPRESENTATIONS AND WARRANTIES OF TWC. TWC hereby represents and warrants to FlashNet Comcast that: : (a) It has been TWC is a corporation duly incorporated and is organized, validly existing and in good standing under the laws of the State of Utah. (b) It Delaware, and has duly authorized the executionfull power and authority to execute, delivery deliver and performance of perform this Agreement and the other Transaction Documents. It performance of TWC's obligations hereunder have been duly authorized by all necessary corporate action on the part of TWC; (b) this Agreement has been duly executed and delivered this Agreement. This Agreement constitutesby TWC and, and upon assuming the due execution and delivery thereof by it Comcast, is a valid and binding obligation of the other Transaction Documents TWC, enforceable in accordance with the terms hereof, the other Transaction Documents will constitute, valid and legally binding agreements of it enforceable against it in accordance with their its terms, except as such enforceability may be limited by bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally the enforceability of creditors' rights and by limitations on the availability general principles of equitable remedies. equity; (c) Neither except for compliance with the execution Securities Exchange Act of 1934, as amended (the "1934 Act"), and delivery by it the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of this Agreement or 1976, as amended (the other Transaction Documents nor "HSR Act"), and customary Federal Communications Commission ("FCC") and franchising authority approvals and assuming consummation of the consummation by it of Closing (as defined in the TWC/Adelphia Agreement) and the transactions contemplated herein or therein will violate any provision of its certificate of incorporation or bylaws or any statuteby the Exchange Agreement, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to it, or conflict with or result in any breach of any of the terms of, constitute a default under, or result in the termination of or the creation of any lien pursuant to the terms of, any contract or agreement to which it is a party or by which it or any of its assets is bound. (d) No consent, approval or authorization from or filing or declaration with any governmental agency or any other person or entity is required of it in connection with the execution and delivery of this Agreement and the other Transaction Documents or the performance of its TWC's obligations hereunder do not and will not (i) require any material consent, approval or thereunder. authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which TWC or any of its affiliates is a party or (B) any applicable law or regulation that is material; (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to TWC's knowledge, threatened against TWC or its affiliates relating to the Exchange that could reasonably be expected to materially interfere with the Exchange; and (e) The issuance TWC owns (and as of the shares Closing will own) 100% of its common stock issuable upon conversion ownership interests in each TWC Exchange System, and as of the Note has been duly authorized by itapplicable Closing, and upon conversion assuming compliance with the matters referred to in clause (c) above, will have the right to transfer to Comcast 100% of the Note ownership interests in accordance with the terms thereofsuch TWC Exchange System, the shares of common stock of it issued in connection therewith will be duly authorized, validly issued, and fully paid and non-assessable and free and clear of the preemptive rights of any person material liens or entityother restrictions or limitations. (f) It has full power and authority and has taken all required action necessary to permit it to execute and deliver and to carry out the terms of this Agreement and the other Transaction Documents.