Condition of Business. Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that neither the MDL Group Companies nor Sellers are making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article II (as modified by the Schedules hereto). Without limiting the rights Buyer has under the affirmative indemnities contained in Sections 7.2(a)(iii) and (iv), any claims Buyer may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article II (as modified by the Schedules hereto). Buyer further represents that none of Sellers nor any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the MDL Group Companies or the Business not expressly set forth in this Agreement, and that none of the MDL Group Companies, Sellers, or any of their respective Affiliates, officers, directors, employees, agents or representatives will have or be subject to any liability to Buyer or any other Person beyond that set forth in this Agreement resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of the MDL Group Companies relating to the MDL Group Companies and the Business or other publications or data room information provided to Buyer or its representatives, or any other document or information in any form provided to Buyer or its representatives in connection with the sale of the MDL Group Companies and the Additional Assets and the transactions contemplated hereby. Buyer acknowledges that from and after the date hereof, neither Buyer nor any of the MDL Group Companies shall have any ownership, use or other rights in any of the Elsevier Retained Assets, all of which rights are hereby irrevocably waived, other than as may be permitted or required under any of the Services Agreements or Transition Services Agreement, and Sellers acknowledge that from and after the Closing Date, none of the Sellers shall have any ownership, use or other rights in any of the assets of any of the MDL Companies or any of the Additional Assets, all of which rights are hereby irrevocably waived, other than as may be permitted or required under any of the Services Agreements or Transition Services Agreement.
Condition of Business. There exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the proposed business relationship of Borrower with any customer or group of customers whose purchases individually or in the aggregate are material to the current business of Borrower, or in the proposed business relationship of Borrower with any material supplier, and Borrower reasonably anticipates that all such customers and suppliers will continue a business relationship with Borrower on a basis no less favorable to Borrower than that heretofore conducted; and there exists no other condition or state of facts or circumstances which would materially adversely affect the current operation of the business of Borrower, DMC, Grain King or Avemarau after the consummation of the transactions contemplated by this Agreement on a basis no less favorable to Borrower than that on which it has heretofore been conducted by Borrower.
Condition of Business. Purchaser is purchasing the Shares and the Conveyed Assets based solely on the results of its inspections and investigations, and not on any representation or warranty of the Seller 83 Corporations not expressly set forth in this Agreement. In light of these inspections and investigations and the representations and warranties made to Purchaser by Pfizer in Article V hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in Article V hereof. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Pfizer set forth in Article V hereof. All warranties of habitability, merchantability and fitness for any particular purpose, and all other warranties arising under the Uniform Commercial Code (or similar foreign laws), are hereby waived by Purchaser. In addition, without limitation, Purchaser acknowledges that the Seller Corporations make no representation or warranty of any kind as to the state of Year 2000 compliance of the computer systems or software of the Business or of any of the Seller Corporations or those of any customer of or supplier, consultant or service provider to the Business. Purchaser further represents that neither any of the Seller Corporations nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding any of 84 the Seller Corporations, the Business, the Conveyed Subsidiaries, the Shares, the Conveyed Assets or the Assumed Liabilities not expressly set forth in this Agreement, and neither Pfizer nor any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser's use of, any such information, including, without limitation, any confidential memoranda distributed on behalf of Pfizer relating to the Business or other publication provided to Purchaser or its representatives, or any other document or information provided to Purchaser or its representatives in connection with the sale of the Business.
Condition of Business. Buyer represents and warrants, and acknowledges and agrees, that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the DF Manufacturing Business, the SP Facility or the transactions contemplated by this Agreement or the Transaction Documents unless expressly set forth in this Agreement, and none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its representatives or Buyer’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the DF Manufacturing Business and the SP Facility. Buyer acknowledges that it has conducted to its satisfaction, its own independent investigation of the DF Manufacturing Business and the SP Facility and, in making the determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and the representations and warranties contained in this Agreement.
Condition of Business. There shall have been no Material Adverse Effect with respect to Seller or the Business, and there shall have been no change or event which could reasonably be expected to have a Material Adverse Effect on Seller or the Business. Neither Seller nor the Business shall have been adversely affected in any way by any act of God, fire, flood, accident, war, labor disturbance, legislation (proposed or enacted), or other event or occurrence, whether or not covered by insurance.
Condition of Business. Since December 31, 2000, there has not been (i) any material adverse change in the condition (financial or otherwise), assets, liabilities (whether absolute, accrued, contingent or otherwise), business or prospects of the business of Buyer; (ii) any damage, destruction or loss, whether or not covered by insurance, which has had or may have a material and adverse effect on the business of Buyer; (iii) any sale or transfer of any of Buyer's assets or any cancellation of any debts or claims, except in the ordinary course of business; (iv) any mortgage, pledge or subjection to lien, charge or encumbrance of any kind, of any of Buyer's properties or assets; (v) any material amendment or termination of any material contract or agreement to which Buyer is a party; (vi) any increase in, or commitment to increase, the compensation payable to any officer, director, shareholder, employee or agent; (vii) any transaction not in the ordinary course of business; or (viii) any other event or condition of any character which is not reflected in the Financial Statements which has had or may have a material and adverse effect on the condition (financial or otherwise), assets, properties, business or prospects of Buyer.
Condition of Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that no Seller, its Affiliates or any other Person is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article IV hereof (as modified by the Disclosure Letter), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Acquired Assets are being transferred on a “where is” and, as to condition, “as is” basis. Purchaser further represents that no Seller, its Affiliates or any other Person has made any representation or warranty, express or implied as to the accuracy or completeness of any information regarding Sellers, the Business or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and no Seller, its Affiliates or any other Person will have or be subject to liability to Purchaser or any other Person resulting from the distribution to Purchaser or its Representatives of Purchaser’s use of, any such information, including data room information provided to Purchaser or its representatives, in connection with the sale of the Business and the Transactions. Purchaser acknowledges that it has conducted to its satisfaction its own independent investigation of the Business and, in making the determination to proceed with the Transactions, Purchaser has relied on the results of its own independent investigation.
Condition of Business. Since March 31, 2011, and as disclosed in Buyer’s SEC Reports or Schedule 5(k), there has not been (i) any material adverse change in the condition (financial or otherwise), assets, liabilities (whether absolute, accrued, contingent or otherwise), business or prospects of the business of Buyer; (ii) any damage, destruction or loss, whether or not covered by insurance, which has had or may have a material and adverse effect on the business of Buyer; (iii) any sale or transfer of any of Buyer’s assets or any cancellation of any debts or claims, except in the ordinary course of business; (iv) any mortgage, pledge or subjection to lien, charge or encumbrance of any kind, of any of Buyer’s properties or assets; (v) any material amendment or termination of any material contract or agreement to which Buyer is a party; (vi) any increase in, or commitment to increase, the compensation payable to any officer, director, shareholder, employee or agent; (vii) any transaction not in the ordinary course of business; or (viii) any other event or condition of any character which is not reflected in the Financial Statements which has had or may have a material and adverse effect on the condition (financial or otherwise), assets, properties, business or prospects of Buyer.
Condition of Business. 14 8.4 Opinion of Counsel for Resource and the Company................................................14 8.5
Condition of Business. 16 9.4 Opinion of Counsel for Pro-Pharma and the Shareholders.........................................16
