The representative signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(e) The Underwriters shall have received on each applicable Delivery Date an opinion of Vinson & Elkins L.L.P., counsel for the Liberty Parties, addressed to the Underwriters, and dated the applicable Delivery Date, substantially in the form attached hereto as Exhibit A-1.
(f) The Underwriters shall have received on each applicable Delivery Date an opinion of Willkie Farr & Gallagher LLP, counsel for the Selling Shareholders, addressed to the Underwriters, and dated the applicable Delivery Date, substantially in the form attached hereto as Exhibit A-2.
(g) The Underwriters shall have received on each applicable Delivery Date an opinion of Baker Botts L.L.P., counsel for the Underwriters, addressed to the Underwriters, and dated the applicable Delivery Date, in form and substance satisfactory to the Representatives.
(h) The Underwriters shall have received, on each of the date hereof and each Delivery Date, letters dated the date hereof or the applicable Delivery Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of Deloitte & Touche LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants comfort letters to underwriters dated, respectively, the date of this Agreement, the time of purchase and, if applicable, any additional time of purchase, in the forms satisfactory to the Representatives, which letters shall cover, without limitation, the various financial disclosures contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on each applicable Delivery Date shall use a cut-off date no more than three business days prior to such Delivery Date.
(i) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Underwriters shall have objected in writing.
(j) The Representatives shall have received prior to the date hereof duly executed lock-up agreements, each substantially in the form of Exhibit B, of the persons and entities named in Schedule IV hereto, relating to sales and certain other dispositions of shares of Class A Common Stock or certain other securities, and each shall be in full force and effect on the Closing Date.
(k) FINRA shall not have raised any objections with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby.