Condition of Tangible Purchased Assets. The only tangible Purchase Assets known to Seller consist of documentation and API. The Seller has not received any notice of any violations of any applicable law with respect to the Seller's properties or operations that have not been cured. All API, product inventory and/or raw materials and work-in-process has been delivered by Seller to Purchaser on or prior to the Closing Date.
Condition of Tangible Purchased Assets. (a) Except as set forth on Schedule 5.5, the Machinery and Equipment, the Bailed Equipment, the Inventory, the vendor and other tooling used in the Motorola Operation, and the equipment and assets to be used by Motorola and Motorola B.V. in providing services under the Transition Services Agreements, constitute all of the tangible personal property that will be required by Celestica and Celestica Ireland to carry on the Celestica Operation at the Effective Time.
Condition of Tangible Purchased Assets. The only tangible Purchase Assets known to Seller consist of documentation and API. The Seller has not received any notice of any violations of any applicable law with respect to the Seller's properties or operations that have not been cured. All API, product inventory and/or raw materials and work-in-process has been delivered by Seller to Purchaser on or prior to the Closing Date. Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.
Condition of Tangible Purchased Assets. All buildings, structures, facilities, equipment and other material items of tangible property and assets which would be included in the Purchased Assets if the Closing took place on the date hereof and all buildings, structures, facilities, equipment and other material items of tangible property and assets of the Subsidiaries are, except as provided in the Seller Financial Statements, in good operating condition and repair, subject to normal wear and maintenance, and usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations (as defined below) relating to their construction, use and operation. No person other than Seller owns any equipment or other tangible assets or properties situated on the premises in which the Purchased Assets are located, except for leased items disclosed in the Seller Disclosure Schedule, items described in Section 1.3 of this Agreement, and items of immaterial value. No person other than a Subsidiary owns any equipment or other tangible assets or properties situated on the premises of such Subsidiary or necessary to the operation of the business of such Subsidiary, except for leased items disclosed in the Seller Disclosure Schedule and items of immaterial value.
Condition of Tangible Purchased Assets. Except as set forth in Sections 2.10 and 2.11, all of the tangible Purchased Assets will be transferred to Buyer on an “AS IS, WHERE IS” basis. SELLERS MAKE NO, AND EXPRESSLY DISCLAIM ANY, WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE TANGIBLE PURCHASED ASSETS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Condition of Tangible Purchased Assets. All tangible assets that are included in the Purchased Assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the ordinary course of the Business and substantially conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their manufacture, use and operation.
