Common use of REPRESENTATIONS AND WARRANTIES OF ASC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ASC. (a) ASC represents and warrants, as of the date hereof and as of the Effective Time, to MeriStar and each of the Stockholders that: (i) ASC has all requisite power and authority to enter into this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ASC and the consummation by ASC of the transactions contemplated hereby have been duly authorized by all necessary action on the part of ASC. This Agreement has been duly executed and delivered by ASC and, assuming that this Agreement constitutes the valid and binding obligation of the other parties to this Agreement, this Agreement constitutes a valid and binding obligation of ASC, enforceable against ASC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity; (ii) The execution and delivery of this Agreement by ASC does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) any organizational documents of ASC or (ii) any Contract, agreement, instrument, undertaking, Law, judgment, order, injunction, decree, determination or award binding on ASC, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of ASC to perform its obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby; and (iii) Assuming that the representations and warranties made by the Stockholders in Section 2.2(d) are true and correct, the issuance of the Common Stock and New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 hereof will not require registration under the Securities Act or violate applicable state securities laws. (b) ASC represents and warrants, as of the date hereof and as of the Effective Time: (i) To Xxxxx, that all shares of Common Stock to be issued pursuant to Section 3.3 of this Agreement will be, upon issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; (ii) To Xxxxxxxxx, that all shares of New Series A Preferred Stock and Common Stock to be issued upon conversion of the Series A Preferred Stock pursuant to Section 3.4(a) of this Agreement will be, upon such issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; (iii) To OCP, OCMP, XXX, XXX0 and OSLP, that all shares of Common Stock to be issued pursuant to Section 3.4(b) of this Agreement will be, upon issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; and (iv) To OCP, that all shares of Common Stock to be issued pursuant to Section 3.5 of this Agreement will be, upon issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights.

REPRESENTATIONS AND WARRANTIES OF ASC. (a) ASC represents and warrants, as of the date hereof and as of the Effective Time, to MeriStar and each of the Stockholders that: (i) ASC has all requisite power and authority to enter into this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ASC and the consummation by ASC of the transactions contemplated hereby have been duly authorized by all necessary action on the part of ASC. This Agreement has been duly executed and delivered by ASC and, assuming that this Agreement constitutes the valid and binding obligation of the other parties to this Agreement, this Agreement constitutes a valid and binding obligation of ASC, enforceable against ASC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity; (ii) The execution and delivery of this Agreement by ASC does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) any organizational documents of ASC or (ii) any Contract, agreement, instrument, undertaking, Law, judgment, order, injunction, decree, determination or award binding on ASC, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of ASC to perform its obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby; and (iii) Assuming that the representations and warranties made by the Stockholders in Section 2.2(d) are true and correct, the issuance of the Common Stock and New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 hereof will not require registration under the Securities Act or violate applicable state securities laws. (b) ASC represents and warrants, as of the date hereof and as of the Effective Time: (i) To XxxxxOtten, that all shares of Common Stock to be issued pursuant puxxxxxt to Section 3.3 of this Agreement will be, upon issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; (ii) To XxxxxxxxxMadeleine, that all shares of New Series A Preferred Stock and Common Stocx xxx Xxxmon Stock to be issued upon conversion of the Series A Preferred Stock pursuant to Section 3.4(a) of this Agreement will be, upon such issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; (iii) To OCP, OCMP, XXXOSF, XXX0 OSF2 and OSLP, that all shares of Common Stock to be issued bx xxxxxx pursuant to Section 3.4(b) of this Agreement will be, upon issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; and (iv) To OCP, that all shares of Common Stock to be issued pursuant to Section 3.5 of this Agreement will be, upon issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights.

REPRESENTATIONS AND WARRANTIES OF ASC. ASC, in its capacity as the Depositor and as the Company Trustee, represents and warrants that: (a) ASC represents is a corporation duly organized, validly existing and warrantsin good standing under the laws of its jurisdiction of incorporation, is duly qualified as of a foreign corporation and is in good standing in all additional jurisdictions where such qualification is necessary under applicable law, and has the date hereof and as of the Effective Time, to MeriStar and each of the Stockholders that: (i) ASC has all requisite corporate power and authority to enter into this Agreement, own the properties it purports to own and to consummate execute and deliver this First Amendment and to perform the transactions contemplated hereby. provisions hereof. (b) The execution and delivery of this Agreement First Amendment by ASC and the consummation performance by ASC of its obligations under this First Amendment does not and will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any of the Trust Property under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which it is bound or by which ASC or the Trust Property may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to ASC or the Trust Property or (iii) violate any provision of any statute or other rule or regulation of any governmental authority applicable to ASC or the Trust Property. (c) Except as have been obtained, no consent, approval or authorization of, or registration, filing or declaration with, any governmental authority or any nongovernmental Person or entity, including, without limitation, any creditor, lessor or stockholder, is required in connection with the execution, delivery or performance by ASC of this Deposit Trust Agreement or the transactions contemplated hereby have or as a condition to the legality, validity or enforceability of this Deposit Trust Agreement. (d) This First Amendment has been duly authorized by all necessary corporate action on the part of ASC. This , and this Deposit Trust Agreement has been duly executed and delivered by ASC andis the legal, assuming that this Agreement constitutes the valid and binding obligation of the other parties to this Agreement, this Agreement constitutes a valid and binding obligation of ASC, enforceable against ASC it in accordance with its terms, subject to applicable except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws affecting creditors' creditor's rights and remedies generally and to generally, or general principles of equity;. (iie) The execution There are no actions, suits or proceedings (including, without limitation, arbitration and delivery of this Agreement by ASC does notadministrative proceedings) pending or, and to the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) any organizational documents knowledge of ASC or (ii) any Contract, agreement, instrument, undertaking, Law, judgment, order, injunction, decree, determination or award binding on officer of ASC, other than threatened against or affecting ASC or the Trust Property in any such conflicts, breaches, violations, defaults, obligations, rights court or losses before any arbitrator of any kind or before or by any governmental authority that, individually or in the aggregate, would not (i) impair if determined adversely to ASC, could materially and adversely affect the ability of ASC to perform its obligations under this Agreement Deposit Trust Agreement, and, to the best knowledge of ASC or (ii) prevent any officer of ASC, there is no basis for any such action, suit or delay the consummation of any of the transactions contemplated hereby; and (iii) Assuming that the representations and warranties made by the Stockholders in Section 2.2(d) are true and correct, the issuance of the Common Stock and New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 hereof will not require registration under the Securities Act or violate applicable state securities lawsproceeding. (bf) ASC represents is not in default under any term of any agreement or instrument to which it is a party or by which it or the Trust Property is bound, or any order, judgment, decree or ruling of any court, arbitrator or governmental authority or is in violation of any applicable law, ordinance, rule or regulation of any governmental authority which violation or default, individually or in the aggregate, could materially and warrants, as adversely affect the ability of the date hereof and as of the Effective Time: (i) To Xxxxx, that all shares of Common Stock ASC to be issued pursuant to Section 3.3 of perform its obligations under this Agreement will be, upon issuance on the terms and conditions specified in this Deposit Trust Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; (ii) To Xxxxxxxxx, that all shares of New Series A Preferred Stock and Common Stock to be issued upon conversion of the Series A Preferred Stock pursuant to Section 3.4(a) of this Agreement will be, upon such issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; (iii) To OCP, OCMP, XXX, XXX0 and OSLP, that all shares of Common Stock to be issued pursuant to Section 3.4(b) of this Agreement will be, upon issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights; and (iv) To OCP, that all shares of Common Stock to be issued pursuant to Section 3.5 of this Agreement will be, upon issuance on the terms and conditions specified in this Agreement, duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights.