Condition of the Assets. In consummating the purchase of the Assets contemplated hereunder, Buyers acknowledge that they will become the owners of the Assets, and that BUYERS ACCEPT SUCH ASSETS IN THEIR AS-IS, WHERE-IS, CONDITION, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (ALL OF WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS SELLERS HEREBY EXPRESSLY DISCLAIM), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN OR IN THE ENVIRONMENTAL AGREEMENT, AS APPLICABLE. FURTHER, AND FOR THE AVOIDANCE OF DOUBT (BUT WITHOUT LIMITING ANY PROVISIONS IN THE ENVIRONMENTAL AGREEMENT) ALL LOSSES AND CLAIMS RESULTING FROM EXPOSURES, INJURIES, ACCIDENTS AND OTHER EVENTS HAPPENING AFTER CLOSING, EVEN IF CAUSED (IN WHOLE OR IN PART) BY A CONDITION OF THE ASSETS THAT EXISTED ON OR BEFORE CLOSING, SHALL BE ASSUMED OBLIGATIONS, AND NOT RETAINED LIABILITIES. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary elsewhere herein, Buyers expressly acknowledge and understand that Premcor Refining permanently ceased refining operations at the Refinery at the time of the Shutdown and shut down the Refining Assets on or before that time, and Sellers make no representations or warranties as to whether the Refining Assets are in, or could be put in, a condition suitable for use.
Condition of the Assets. Except as would not have an ADCS Material Adverse Effect, the tangible assets of the ADCS Group and each ADCS Group Subsidiary, including real, personal and mixed, material to the operation of its business are in good condition and repair, ordinary wear and tear excepted, and suitable for the uses intended. The assets of the ADCS Group and each ADCS Group Subsidiary are operated in conformity in all material respects with all applicable laws, ordinances, regulations, orders, Permits and other requirements relating thereto adopted or currently in effect. Schedule 3.8 sets forth a list of each asset (other than intangible assets listed on Schedule 3.26 and other than as set forth on Schedule 3.20) having a book value in excess of $50,000, indicating whether each such asset is owned or leased by the ADCS Group or any ADCS Group 18 19 Subsidiary, and setting forth where each such asset is located. Since the Balance Sheet Date (as hereinafter defined), neither the ADCS Group nor any ADCS Group Subsidiary has, except in the ordinary course of business, acquired or sold or otherwise disposed of any of its assets. Schedule 3.8 also includes a list of each lease under which the ADCS Group or any ADCS Group Subsidiary leases an asset (other than leased real property) having replacement cost of $50,000 or more. The leases and other agreements or instruments under which the ADCS Group or any ADCS Group Subsidiary holds, leases, subleases or is entitled to the use of any of the assets having a replacement cost of $50,000 or more are in full force and effect, and all rentals, royalties or other payments payable thereunder have been duly paid or provided for by adequate reserves. No default or event of default by the ADCS Group or any ADCS Group Subsidiary exists, and no event which, with notice or lapse of time or both, would constitute a default by the ADCS Group or any ADCS Group Subsidiary, has occurred and is continuing, under terms or provisions, express or implied, of any lease, agreement or other instrument or under the terms or provisions of any agreement to which any of its assets is subject which leases, agreements or other instruments individually or in the aggregate involve assets having a book value of $50,000 or more, nor has the ADCS Group or any ADCS Group Subsidiary received notice of any claim of such default. 3.9.
Condition of the Assets. Buyer specifically assumes the risk of the condition of the Assets and shall inspect the Assets prior to Closing, or hereby expressly waives such right, if not exercised. Buyer stipulates that any such inspection, if made, shall cover but not be limited to the physical and environmental condition, both surface and subsurface, of the Assets. It is expressly recognized by Buyer that the lands, along with the facilities and equipment located thereon, having been used in connection with oil, gas and water production, treatment, storage and disposal activities, and may contain NORM, asbestos and other hazardous substances as a result of these operations. The generation, formation, or presence of NORM, asbestos or other hazardous substances in or on the Assets shall be the sole responsibility of Buyer, and Buyer and all future assignees and successors of Buyer shall defend, indemnify and hold Seller Parties harmless from and against any and all Claims in any way arising from, out of or in connection with, or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTY.
Condition of the Assets. Subject to Section 3.3(b) and the representations and warranties in Section 5.1(j) and 5.1(v) above, and other than Retained Obligations, upon the Closing, Buyer specifically assumes the environmental risk and environmental condition of the Assets and the physical condition of any equipment or personal property included as part of the Assets and shall inspect the Assets prior to Closing, or if such right of inspection is not exercised, shall be deemed to have waived such right. Buyer stipulates that any such inspection, if made, shall cover but not be limited to the physical and environmental condition, both surface and subsurface, of the Assets. It is expressly recognized by Buyer that the lands, along with the facilities and equipment located thereon, having been used in connection with oil, gas and water production, treatment, storage and disposal activities, and may contain NORM, asbestos and other hazardous substances as a result of these operations. Following the Closing, and subject to Section 3.3(b) and the representations and warranties in Section 5.1(j)(iii) above, and other than Retained Obligations, the generation, formation, or presence of NORM, asbestos or other hazardous substances in or on the Assets shall be the sole responsibility of Buyer, and upon Closing, with regard to the Assets actually conveyed to Buyer, Buyer and all future assignees and successors of Xxxxx shall defend, indemnify and hold Seller Parties harmless from and against any and all Claims in any way arising from, out of or in connection with, or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT 44 NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTY.
Condition of the Assets. At the time of Closing, the Assets shall be in good and marketable condition, suitable for the uses for which they were intended and, reasonable wear and tear excepted, shall be free of any material defect.
Condition of the Assets. Subject to Sections 3.1, 4.1 and 6.1, the Parties agree that the Assets are to be purchased on an "as is-where is" basis and there are no collateral agreements, conditions, representations or warranties of any nature whatsoever made by the Vendor, express or implied, arising at law, by statute or in equity or otherwise, with respect to the quality and condition of the Assets.
Condition of the Assets. All tangible Assets are in reasonable operating condition and repair, ordinary wear and tear excepted, are reasonably suitable for the uses and purposes for which they are being used, and are in compliance with all Applicable Laws, except where failure of such compliance would not have a material adverse effect on the Assets, and Seller has no knowledge and has received no notice that it or the present use of the Assets is in violation in any material respect of any Applicable Laws. Notwithstanding the foregoing, the Equipment is being sold on an "as is - where is" basis, and Seller is making no representations with respect to the condition of the Equipment forming part of the Assets.
Condition of the Assets. The assets of Xxxxxxxx, including real, personal and mixed, tangible and intangible, necessary or useful to the operation of its business (the "Assets") are in good condition and repair, ordinary wear and tear excepted, and suitable for the uses intended. The Assets comply with and are operated in conformity with all applicable laws, ordinances, regulations, orders, permits and other requirements relating thereto adopted or currently in effect. The leases and other agreements or instruments under which Xxxxxxxx holds, leases, subleases or is entitled to the use of any of the Assets are in full force and effect, and all rentals, royalties or other payments payable thereunder have been duly paid or provided for by adequate reserves. No default or event of default by Xxxxxxxx exists, and no event which, with notice or lapse of time or both, would constitute a default by Xxxxxxxx, has occurred and is continuing, under the terms or provisions of any such lease, agreement or other instrument or under the terms or provisions of any agreement to which any of such Assets is subject, nor has Xxxxxxxx received notice of any claim of such default.
Condition of the Assets. There shall have been no material adverse change in the condition of the Assets or the Business prior to the Closing Date.
Condition of the Assets. Schedule A is a list of the Equipment owned by Digital and HPB. The Assets (including the Equipment) are in all material respects in good condition and working order (reasonable wear and tear excepted) and are sufficient for all operations presently conducted by Digital and HPB. No material modification, repairs, maintenance or remodelling are needed with respect to the applicable laws, and no notice of any violation of any law, statute, ordinance or regulation relating to any the Assets has been received by either Vendor, Digital or HPB.
