Transferred Entities. (i) Each of the Transferred Entities is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. (ii) Each of the Transferred Entities has all corporate or other legal powers and all Consents required under any Law to own, lease and operate its properties and to carry on its business as now conducted, except for those Consents the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Transferred Entities is duly qualified to do business as a foreign corporation, foreign limited liability company or other foreign Person and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualifications necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) The Company has the full power and authority to execute and deliver each Ancillary Agreement to which it will be a party as contemplated hereby, and to consummate the Transactions. The execution, delivery and performance by Company of each Ancillary Agreement to which it will be a party as contemplated hereby and the consummation by Company of the Transactions are within Company’s corporate powers and have been duly authorized by all necessary corporate action. IAC has heretofore made available to Liberty or a representative of Liberty true, correct and complete copies of the certificate of incorporation and bylaws, or other comparable organizational and governing documents, of each of the Transferred Entities. Each Ancillary Agreement to which Company will be a party as contemplated hereby, when executed and delivered by Company in accordance with this Agreement, will be duly executed and delivered by it and upon such execution and delivery and at the Closing, will constitute a valid, binding and enforceable agreement of Company enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principals governing the availability of equitable remedies).
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Transferred Entities. Except as set forth in Section 4.02(b) of the IAC Disclosure Schedule, the execution and delivery by Company of each Ancillary Agreement to which Company is or will be party as contemplated hereby does not and will not require any Transferred Entity to obtain any Consents under any Law or any Contract to which any Transferred Entity is a party or by which any of the assets or properties of any Transferred Entity is bound or make or file any Filings with any Governmental Authority, except for (i) Each of the Transferred Entities is a corporationsuch Consents as have previously been obtained or such Filings as have previously been made and, limited liability company or other legal entity duly organizedin each case, validly existing which are in full force and in good standing under the Laws of its jurisdiction of organization.
effect, (ii) Each those Consents required to be obtained or Filings required to be made by any Liberty Party in connection with the consummation of the Transferred Entities has all corporate or Transactions and (iii) such other legal powers and all Consents required under any Law to own, lease and operate its properties and to carry on its business as now conducted, except for those Consents the absence failure of which has not had to have been obtained, and would not reasonably be expected such other Filings the failure of which to havehave been made, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each Except as set forth in Section 4.02(b) of the Transferred Entities is duly qualified to do business as a foreign corporationIAC Disclosure Schedule, foreign limited liability company or other foreign Person and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualifications necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(iii) The Company has the full power and authority to execute and deliver each Ancillary Agreement to which it will be a party as contemplated hereby, and to consummate the Transactions. The execution, delivery and performance by Company of each Ancillary Agreement to which it Company will be a party as contemplated hereby and the consummation by Company of the Transactions by Company does not and will not require any Transferred Entity to obtain any Consent under any Law or any Contract to which any Transferred Entity is a party or by which any of the assets or properties of any Transferred Entity is bound or make or file any Filings with any Governmental Authority, except for (i) Filings (if any) made under and the expiration or early termination (if any) of the waiting period required by the HSR Act, (ii) such Consents as have previously been obtained, or such Filings as have previously been made, and, in each case, which are within Company’s corporate powers in full force and effect, (iii) those Consents required to be obtained or Filings required to be made by any Liberty Party in connection with the consummation of the Transactions and (iv) such other Consents the failure of which to have been duly authorized by all necessary corporate action. IAC has heretofore made available obtained, and such other Filings the failure of which to Liberty have been made, individually or in the aggregate, would not reasonably be expected to have a representative of Liberty true, correct and complete copies of the certificate of incorporation and bylaws, or other comparable organizational and governing documents, of each of the Transferred Entities. Each Ancillary Agreement to which Company will be a party as contemplated hereby, when executed and delivered by Company in accordance with this Agreement, will be duly executed and delivered by it and upon such execution and delivery and at the Closing, will constitute a valid, binding and enforceable agreement of Company enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principals governing the availability of equitable remedies)Material Adverse Effect.
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