Common use of Representations and Warranties of ▇▇▇▇▇▇ Clause in Contracts

Representations and Warranties of ▇▇▇▇▇▇. ▇▇▇▇▇▇ represents and warrants, as of the date hereof and as of the Effective Time, to each other party hereto that (i) ▇▇▇▇▇▇ has the power and authority to enter into this Agreement and to carry out his obligations hereunder, (ii) the execution and delivery of this Agreement by ▇▇▇▇▇▇ have been duly authorized by all necessary action on the part of ▇▇▇▇▇▇ and no other proceedings on the part of ▇▇▇▇▇▇ are necessary to authorize this Agreement, (iii) this Agreement has been duly executed and delivered by ▇▇▇▇▇▇ and constitutes a valid and binding obligation of ▇▇▇▇▇▇, and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against ▇▇▇▇▇▇ in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (iv) neither the execution, delivery or performance of this Agreement by ▇▇▇▇▇▇ constitutes a breach or violation of, or conflicts with any material agreement to which ▇▇▇▇▇▇ is a party and (v) none of such material agreements would impair in any material respect the ability of ▇▇▇▇▇▇ to perform his obligations hereunder.

Appears in 3 contracts

Sources: Transaction Agreement, Transaction Agreement (Liberty Expedia Holdings, Inc.), Transaction Agreement (Liberty Expedia Holdings, Inc.)

Representations and Warranties of ▇▇▇▇▇▇. ▇▇▇▇▇▇ represents and warrants, as of the date hereof warrants to Liberty and as of the Effective Time, to each other party hereto that (i) ▇▇▇▇▇▇ Assignees that: a. he has the power and authority to enter into this Agreement Assignment and to carry out his obligations hereunderhereunder and under the Stockholders Agreement; b. the execution, (ii) the execution delivery and delivery performance of this Agreement Assignment by ▇▇▇▇▇▇ have has been duly authorized by all necessary action on the part of ▇▇▇▇▇▇ and no other proceedings actions on the part of ▇▇▇▇▇▇ are necessary to authorize this Assignment or the matters contemplated hereby or by the Stockholders Agreement, (iii) ; c. this Agreement Assignment has been duly executed and delivered by ▇▇▇▇▇▇ and constitutes a valid and binding obligation of ▇▇▇▇▇▇, and, assuming this Agreement Assignment constitutes a valid and binding obligation of the other parties heretoLiberty and Assignees, is enforceable against ▇▇▇▇▇▇ in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; and d. the execution and other laws affecting creditors’ rights generally and general principles of equity), (iv) neither the execution, delivery or performance of this Agreement Assignment by ▇▇▇▇▇▇ constitutes ▇, and the performance of his obligations hereunder and under the Stockholders Agreement, do not constitute a breach or violation of, or conflicts with conflict with, any material agreement to which ▇▇▇▇▇▇ is a party and (v) none of such material agreements would impair in any material respect the ability of ▇▇▇▇▇▇ to perform his obligations hereunderparty.

Appears in 3 contracts

Sources: Assignment and Assumption of Stockholders Agreement (Liberty Expedia Holdings, Inc.), Assignment and Assumption of Stockholders Agreement (Liberty Expedia Holdings, Inc.), Assignment and Assumption of Stockholders Agreement (Liberty Expedia Holdings, Inc.)

Representations and Warranties of ▇▇▇▇▇▇. ▇▇▇▇▇▇ represents and warrantswarrants to Expedia, as of the date hereof Liberty and as of the Effective Time, to each other party hereto that (i) ▇▇▇▇▇▇ Assignees that: a. he has the power and authority to enter into this Agreement Assignment and to carry out his obligations hereunderhereunder and under the Governance Agreement; b. the execution, (ii) the execution delivery and delivery performance of this Agreement Assignment by ▇▇▇▇▇▇ have has been duly authorized by all necessary action on the part of ▇▇▇▇▇▇ and no other proceedings actions on the part of ▇▇▇▇▇▇ are necessary to authorize this Assignment or the matters contemplated hereby or by the Governance Agreement, (iii) ; c. this Agreement Assignment has been duly executed and delivered by ▇▇▇▇▇▇ and constitutes a valid and binding obligation of ▇▇▇▇▇▇, and, assuming this Agreement Assignment constitutes a valid and binding obligation of the other parties heretoExpedia, Liberty and Assignees, is enforceable against ▇▇▇▇▇▇ in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium terms; and d. the execution and other laws affecting creditors’ rights generally and general principles of equity), (iv) neither the execution, delivery or performance of this Agreement Assignment by ▇▇▇▇▇▇ constitutes ▇, and the performance of his obligations hereunder and under the Governance Agreement, do not constitute a breach or violation of, or conflicts with conflict with, any material agreement to which ▇▇▇▇▇▇ is a party and (v) none of such material agreements would impair in any material respect the ability of ▇▇▇▇▇▇ to perform his obligations hereunderparty.

Appears in 3 contracts

Sources: Assignment and Assumption of Governance Agreement (Liberty Expedia Holdings, Inc.), Assignment and Assumption of Governance Agreement (Liberty Expedia Holdings, Inc.), Assignment and Assumption of Governance Agreement (Liberty Expedia Holdings, Inc.)