Conditions of Assets. The Assets acquired by Purchaser as a result of Purchaser's acquisition of the Stock, shall be acquired on an "AS IS, WHERE IS" basis. Title, possession and risk of loss with respect to the Assets shall be deemed to pass on the Closing Date.
Conditions of Assets. 15 4.19 Inventory.................................................15 4.20
Conditions of Assets. Seller Companies’ assets and properties shall not have been damaged or destroyed, prior to the Closing Date, by fire or other casualty, whether or not fully covered by insurance, in an aggregate amount exceeding $25,000.
Conditions of Assets. 18 4.18 Capital Expenditure and Construction ....................... 19 4.19
Conditions of Assets. 21 SECTION 3.21
Conditions of Assets. To the knowledge of the Company, except as set forth in Section 3.20 of the Disclosure Schedule, all tangible personal property, fixtures and equipment which comprise the assets of the Company and the Subsidiaries, or are otherwise used in connection with the Business, are in a good state of repair (ordinary wear and tear excepted) and operating condition.
Conditions of Assets. The Fixtures and Equipment to be sold under this Agreement are and will on the Closing Date be, in the same quantity, condition and repair as on the date of this Agreement.
Conditions of Assets. Buyer acknowledges that full inspection of the Assets has been made or will be made by Buyer prior to the Closing and that except as expressly provided herein, neither Seller nor any of its agents, officers, employees or assigns has made any representations or warranties respecting the condition of the Assets or made any agreements to make any improvements thereto. Buyer specifically acknowledges and agrees that, except as expressly provided herein, (1) Seller does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to the condition of the Assets, and (2) the Assets are sold to Buyer in an “AS IS” and “WITH ALL FAULTS” condition as of the Closing Date, including, without limitation, the stability of soils, the condition of the Assets or any building structure or improvements thereon, suitability, habitability, merchantability or fitness of the Assets for any construction or development, or for Buyer’s intended use, encroachment or boundary questions, compliance with any laws, drainage, availability or adequacy of water, sewer or other utilities, zoning, access and similar matters. Except as expressly provided in this Agreement, and except for Buyer’s rights under Article VIII with respect to breaches of representations and warranties contained herein, Buyer hereby waives any and all claims which Buyer has or may have against Seller with respect to the physical condition of the Assets. The provisions of this paragraph shall survive the Closing.
Conditions of Assets. Purchaser understands that the Assets are being purchased in an “as is” condition. Unless otherwise prohibited by law, Purchaser agrees that Seller (i) makes no warranties, expressed or implied, except that Seller warrants that Seller has good and marketable titles to the Assets and the Assets will be delivered free and clear of all liens; (ii) Purchaser waives as to Seller all warranties, whether of merchantability, fitness or otherwise; (iii) Seller disclaims all legal responsibility for product defects that might cause harm; (iv) Seller shall not be liable for any general, consequential or incidental damages, including without limitation, any damages for loss of use, loss of profits or dimunition of market value, and Seller shall not be liable for any damages claimed by Purchaser or any other person or entity upon the theories of negligence or strict liability in tort; (v) if the Assets should for any reason prove to be defective, Seller bears no obligation for the servicing and repair of such defect(s); and (vi) all risks as to the quality and performance of the Assets is that of Purchaser.
Conditions of Assets. (a) Empak owns good and marketable title to each of the tangible personal properties and tangible and intangible assets reflected on the Empak Latest Balance Sheet, or acquired since the date thereof, free and clear of all liens and encumbrances, except for (i) liens for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings, (ii) liens identified in the Empak Disclosure Statement, (iii) assets disposed of since the Empak Balance Sheet Date in the ordinary course of business, (iv) liens imposed by law and incurred in the ordinary course of business for obligations not yet due or delinquent and (v) liens in respect of pledges or deposits under workers' compensation laws.
