REPRESENTATIONS AND WARRANTIES OF STI. STI hereby represents and warrants to the CSI, except as set forth on the Schedule of Exceptions to Representations and Warranties attached hereto as Exhibit 5 (the “STI Schedule of Exceptions”), the following:
REPRESENTATIONS AND WARRANTIES OF STI. 4.1. The representations and warranties contained in Schedule 4.1 attached hereto are hereby incorporated by reference and are hereby made by STI to IgDraSol as of the date hereof.
4.2. STI further represents and warrants that STI has full corporate power and authority to execute, deliver and perform this Agreement, all of the STI Ancillary Agreements and the Merger Agreement. The execution, delivery and performance of this Agreement, the STI Ancillary Agreements and the Merger Agreement (together with the other instruments, documents and agreements contemplated by or to be executed in connection with the transactions contemplated by the Merger Agreement) by STI have been duly authorized and approved by STI’s Board of Directors and do not require any further authorization or consent of STI or its stockholders. This Agreement has been duly authorized, executed and delivered by STI and is the legal, valid and binding agreement of STI enforceable in accordance with its terms, and each of the STI Ancillary Agreements has been duly authorized by STI and upon execution and delivery by STI will be a legal, valid and binding obligation of STI enforceable in accordance with its terms, in each case except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(a) Neither the execution and delivery of this Agreement, any of the STI Ancillary Agreements or the Merger Agreement, nor the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, nor the exercise of the Option, in each case by STI, will:
(i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the certificate of incorporation or by-laws of STI, (B) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which STI is a party or any of its properties or assets is subject or by which STI is bound, (C) any Court Order to which STI is a party or any of STI’s properties or assets is subject or by whic...
REPRESENTATIONS AND WARRANTIES OF STI. To induce OmniAmerica, OmniAmericaSub and OmniPartners to enter into this Agreement and to consummate the transactions contemplated hereby, STI represents and warrants to OmniAmerica, OmniAmericaSub and OmniPartners as of the date hereof as follows (each such representation and warranty being qualified in its entirety by the disclosures set forth (a) in the Disclosure Schedule of STI, which such disclosures shall correspond to the following sections and subsections or (b) in the SEC Documents):
REPRESENTATIONS AND WARRANTIES OF STI. STI hereby represents and warrants to the Company and Consonus as follows:
REPRESENTATIONS AND WARRANTIES OF STI. STI hereby represents and warrants to TSL as follows:
REPRESENTATIONS AND WARRANTIES OF STI. Prior to the execution and delivery of this Agreement, STI has delivered to NCF a schedule (the "STI Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of STI's representations or warranties contained in this Article III, or to one or more of STI's covenants contained in Section 5.2 (provided that such Disclosure Schedule shall indicate the Section of this Agreement to which items disclosed therein apply). No representation or warranty of STI contained in this Article III (other than the representations and warranties in Sections 3.1(a), 3.2,
REPRESENTATIONS AND WARRANTIES OF STI. Prior to the execution and delivery of this Agreement, STI has delivered to NCF a schedule (the "STI Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of STI's representations or warranties contained in this Article III, or to one or more of STI's covenants contained in Section 5.2 (provided that such Disclosure Schedule shall indicate the Section of this Agreement to which items disclosed therein apply). No representation or warranty of STI contained in this Article III (other than the representations and warranties in Sections 3.1(a), 3.2, 3.3(a), 3.3(b)(i), 3.7, 3.8(a) and 3.23, which shall be true and correct in all material respects) shall be deemed untrue or incorrect, and STI shall not be deemed to have breached a representation or warranty, or failed to satisfy a related condition, as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together
REPRESENTATIONS AND WARRANTIES OF STI. STI hereby represents and warrants to FSG that:
REPRESENTATIONS AND WARRANTIES OF STI. To the knowledge of the STI Shareholder, the representations and warranties of STI set forth in Article IV hereof are true and correct in all material respects. Nothing has come to the attention of the STI Shareholder that would lead the STI Shareholder to believe that any representation or warranty of STI set forth in Article IV hereof is untrue or incorrect in any material respect.
REPRESENTATIONS AND WARRANTIES OF STI. STI represents and ------------------------------------- warrants to STI as follows:
