OF THE DAY PRIOR TO THE DATE HEREOF.
SECTION 5.11
EXCLUSIVITY OF REPRESENTATIONS.
THE
REPRESENTATIONS AND WARRANTIES MADE BY THE RAINBOW PARTIES IN THIS AGREEMENT ARE
IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING ANY IMPLIED
WARRANTIES.
THE RAINBOW PARTIES HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED
REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE
FOX PARTIES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES
OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY
FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).
21
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE FOX PARTIES
Each Fox Party represents and warrants to the Rainbow Parties as follows:
SECTION 6.1
STATUS.
SUCH FOX PARTY IS A
LIMITED LIABILITY COMPANY OR CORPORATION, AS APPLICABLE, DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
SUCH FOX
PARTY HAS ALL REQUISITE POWER AND AUTHORITY TO OWN OR LEASE, AS THE CASE MAY BE,
ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED.
THERE IS NO
PENDING OR, TO THE BEST OF THE KNOWLEDGE OF SUCH FOX PARTY, THREATENED
PROCEEDING OR OTHER ACTION BY ANY OTHER PARTY WITH RESPECT TO THE DISSOLUTION,
LIQUIDATION, INSOLVENCY OR REHABILITATION OF SUCH FOX PARTY.
SECTION 6.2
POWER AND AUTHORITY:
ENFORCEABILITY.
SUCH FOX PARTY HAS THE POWER AND AUTHORITY TO EXECUTE AND
DELIVER THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND TO PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER AND CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.
SUCH FOX PARTY HAS TAKEN ALL NECESSARY LIMITED
LIABILITY COMPANY ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF
THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY BY IT.
EACH OF THE TRANSACTION DOCUMENTS HAS
BEEN DULY EXECUTED AND DELIVERED BY SUCH FOX PARTY TO THE EXTENT A PARTY THERETO
AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SUCH FOX PARTY,
ENFORCEABLE AGAINST SUCH FOX PARTY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE
SAME MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY AND GENERAL EQUITABLE PRINCIPLES, REGARDLESS OF WHETHER SUCH
ENFORCEABILITY IS CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY.
SECTION 6.3
CONSENTS/APPROVALS.
OTHER THAN
AS DESCRIBED IN SECTION 8.7, NO CONSENTS, FILINGS, AUTHORIZATIONS OR ACTIONS OF
ANY GOVERNMENTAL AUTHORITY ARE REQUIRED FOR SUCH FOX PARTY'S EXECUTION, DELIVERY
AND PERFORMANCE OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY.
OTHER THAN
THE LEAGUE CONSENTS AND AS CONTEMPLATED BY ARTICLE 3 HEREOF, NO CONSENT BY ANY
PERSON (OTHER THAN ANY GOVERNMENTAL AUTHORITY REFERRED TO IN THE PRECEDING
SENTENCE) UNDER ANY CONTRACT TO WHICH SUCH FOX PARTY IS A PARTY OR BY WHICH SUCH
FOX PARTY OR ANY OF ITS PROPERTIES OR ASSETS ARE BOUND IS REQUIRED OR NECESSARY
FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH FOX PARTY OF THE TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY AND THE CONSUMMATION