REPRESENTATIONS AND WARRANTIES OF STAR. In order to induce Xxxxx to enter into this Agreement effective as of the Closing Date Star shall make the representations and warranties set forth in Exhibit C hereto which representations and warranties are incorporated herein as if set forth in full herein.
REPRESENTATIONS AND WARRANTIES OF STAR. Star represents and warrants to Stacey's as follows:
REPRESENTATIONS AND WARRANTIES OF STAR. Star represents and warrants to B&W:
REPRESENTATIONS AND WARRANTIES OF STAR. Except as set forth in the STAR SEC Reports (as defined below) filed and publicly available prior to the date hereof or the STAR Disclosure Schedule delivered by STAR to WAXS prior to the execution of this Agreement (the "STAR Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), STAR represents and warrants to WAXS as follows:
REPRESENTATIONS AND WARRANTIES OF STAR. Purchaser warrants and represents to Seller, as follows, which representations and warranties shall survive the closing, regardless of what investigation, if any, Seller shall have made thereof: ORGANIZATION AND STANDING OF STAR
2.01. Star is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware. CAPITALIZATION
REPRESENTATIONS AND WARRANTIES OF STAR. STAR hereby represents and warrants to KG that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date (as hereafter defined).
REPRESENTATIONS AND WARRANTIES OF STAR. STAR represents, warrants and covenants to GSAT, and acknowledges that GSAT is relying on such representations, warranties and covenants, the following:
a. XXXX xs a corporation duly incorporated and validly subsisting in all respects under the laws of the State of Colorado. There are no proceedings in progress, pending or, to the best of the knowledge of STAR, threatened, which could result in the revocation, cancellation or suspension of any licenses, registrations or qualifications of STAR;
b. XXXX xs duly qualified, registered or licensed in all jurisdictions where such qualification, registration or licensing is required. STAR has all requisite corporate capacity, power and authority to own, hold under license or lease its properties, to carry on its business as now conducted and to otherwise enter into, and carry out the transactions contemplated herein;
c. XXXX xas good right, full corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder. STAR and its board of directors has taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement. STAR has duly executed and delivered this Agreement;
d. this Agreement is a legal, valid and binding obligation of STAR enforceable against it in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court;
e. the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, result in any breach or violation of, or constitute a default under, the terms, conditions or provisions of the constating documents or by-laws of, or any shareholder agreement relating to, STAR or of any law, regulation, judgment, decree or order binding on or applicable to it or by which STAR benefits or to which any of their property is subject or of any material agreement, lease, license, permit or other instrument to which STAR is a party or is otherwise bound or by which it benefits or to which any of its property is subject and do not require the consent or approval of any other par...
REPRESENTATIONS AND WARRANTIES OF STAR. Star represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF STAR. +GLOBE The Schedules attached to this Agreement are sometimes referred to herein as the "Disclosure Schedules." Star+Globe represents and warrants to Purchaser that the following statements are true as of the date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF STAR. As an inducement to each Purchaser to enter into this Agreement, Star hereby represents and warrants to each Purchaser as follows:
