Condition of Transferred Assets. The Transferred Assets are in good operating condition and repair (ordinary wear and tear excepted) and are suitable for their current uses, except where the failure of the Transferred Assets to be in good operating condition or repair or to be suitable for such uses would not reasonably be expected to have a VIOC Centers Material Adverse Effect.
Condition of Transferred Assets. Except as set forth in Section 4.07 of the Disclosure Schedule, the Transferred Assets are in good condition and are adequate for the uses to which they are being put, and none is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Condition of Transferred Assets. BUYER ON BEHALF OF ITSELF AND ITS AFFILIATES, UNDERSTANDS AND AGREES THAT THE TRANSFERRED ASSETS ARE SOLD, ASSIGNED, TRANSFERRED AND CONVEYED TO BUYER IN AN "AS IS" CONDITION ON A "WHERE IS" BASIS WITHOUT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT.
Condition of Transferred Assets. On the Closing Date, all of the Transferred Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing Date, and the Buyer shall have received a certificate dated as of the Closing Date, executed by an authorized officer of the Seller to such effect; provided, however, if on or prior to the Closing Date any of the Transferred Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of the Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of the Buyer, materially affects the value of the Transferred Assets, taken as a whole, the Buyer shall have the right either (a) to terminate this Agreement and all of the Buyer's obligations hereunder without incurring any liability to the Seller as a result of such termination or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to the Seller, in respect of such loss plus an amount up to a maximum of $500,000 equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, the Buyer shall elect to consummate the transactions provided for herein, the Seller shall, on demand, pay to the Buyer the full amount of any insurance proceeds received by the Seller in respect of any such loss, together with up to a maximum of $500,000 of any deductible or co-insurance reserve applicable to such loss; and
Condition of Transferred Assets. (a) To the knowledge of Sellers, all items of machinery, equipment and other tangible assets of the Business which are Transferred Assets are in reasonably good condition, subject to ordinary wear and tear, other than items currently under or scheduled for repair or construction.
Condition of Transferred Assets. In consummating the purchase and the sale of the Transferred Assets contemplated hereunder, Buyer acknowledges that it will become the owner of the Transferred Assets and Buyer accepts the Transferred Assets in their AS-IS, WHERE-IS CONDITION WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES SELLER HEREBY EXPRESSLY DISCLAIMS), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
Condition of Transferred Assets. The Transferred Assets are in good operating condition and repair (normal wear and tear excepted), are free from material defects (patent and latent), are suitable for the purposes for which they are currently used and are not in need of material maintenance or repairs except for ordinary routine maintenance and repairs, except that Tanks 137, 156 and 162 are currently not operating as they undergo maintenance and repairs to comply with current minimum standards under American Petroleum Institute Standard 653 for Aboveground Storage Tanks.
Condition of Transferred Assets. The Transferred Assets shall be in substantially the same condition as the condition they are in on the date of this Agreement, ordinary wear and tear excepted.
Condition of Transferred Assets. Except as set forth in Schedule 3.11, the Transferred Assets are and have been maintained and operated in accordance with Prudent Operating Practices, are in good working order and state of repair (reasonable wear and tear excepted) and have been used in all material respects in the ordinary course of business. Except as set forth in Schedule 3.11, to Seller’s Knowledge, there are no facts or conditions that would be apparent to a reasonably prudent owner or operator of the Gila River Power Station affecting the Transferred Assets that currently or could reasonably be anticipated to, individually or in the aggregate, interfere in any material respect with the continued use, occupancy or operation thereof as currently used, occupied or operated.
Condition of Transferred Assets. Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V (as modified by the Disclosure Schedule), and Buyer acknowledges and agrees that, except for the representations and warranties contained therein, the Transferred Assets are being transferred on a “where is” and, as to condition, “as is” basis. 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 V (as modified by the Disclosure Schedule). Buyer further represents that neither Seller nor any of its Affiliates or Representatives nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Seller, it Subsidiaries, the Transferred Assets, Licensed Assets or the transactions contemplated by this Agreement not expressly set forth in this Agreement, and neither Seller or any of its Affiliates or Representatives 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 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 Transferred Assets and the transactions contemplated hereby. Buyer acknowledges that it has conducted to its satisfaction, its own independent investigation of the Transferred Assets and has been provided access and an opportunity to review information in respect of the Transferred Assets requested by Buyer and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation. Asset Purchase Agreement
