Representations and Warranties Regarding the Assets Sample Clauses
The "Representations and Warranties Regarding the Assets" clause requires one party, typically the seller, to affirm specific facts about the assets being transferred in a transaction. This may include assurances that the assets are owned free of liens, are in good working condition, or comply with applicable laws and regulations. By providing these representations and warranties, the clause helps ensure that the buyer receives what was promised and allocates risk by allowing the buyer to seek remedies if the statements prove untrue.
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Representations and Warranties Regarding the Assets. Except as disclosed or excepted in the Disclosure Schedule, Gensia Sicor represents and warrants to Metabasis as of the date hereof as follows:
(a) The Assets are owned by Gensia Sicor. No person or entity other than Gensia Sicor has any right, title or interest in or to the Assets, other than the Intellectual Property. To the best knowledge of Gensia Sicor, no person or entity other than Gensia Sicor has any right, title or interest in or to the Intellectual Property.
(b) Except for Permitted Liens, Gensia Sicor has, and at the Closing Metabasis will receive, good, valid and marketable title to all of the Assets, free and clear of any Lien.
(c) The Assets constitute substantially all of the properties and rights, tangible or intangible, real or personal, owned by Gensia Sicor or its subsidiaries and required for the continued operation of the Transferred Business in the manner in which it is currently operated.
(d) Gensia Sicor has not received any communications alleging that Gensia Sicor has violated, by conducting the Transferred Business, any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. To the best of Gensia Sicor's knowledge, the Transferred Business as conducted do not infringe or conflict with the rights of others, including rights under patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights. Gensia Sicor has not received any communication that any of the Intellectual Property is being infringed or compromised by others.
(e) There is no action, suit, proceeding or investigation pending or currently threatened against Gensia Sicor which questions the validity of this Agreement, or the right of Gensia Sicor to enter into this Agreement or to consummate the transactions contemplated hereby, or which might result, either individually or in the aggregate, in any material adverse change in the Assets or the Transferred Business, nor is Gensia Sicor aware that there is any basis for the foregoing. The foregoing includes, with respect to the Assets and the Transferred Business only but otherwise without limitation, actions, suits, proceedings or investigations pending or threatened (or any basis therefor known to Gensia Sicor) involving the prior employment of any of Gensia Sicor's employees, their use in connection with Gensia Sicor's business of any information or techniques allegedly proprietary to any of thei...
Representations and Warranties Regarding the Assets. SELLER hereby represents and warrant to BUYER and agrees that:
(a) SELLER will convey, assign and transfer to BUYER all of Seller’s contract, property and other rights of any nature in the Assets.
(b) There is no action, suit, proceeding, claim or investigation by any persons, entities, administrative agency or governmental body pending or threatened against SELLER that may adversely affect SELLER’S title, and the ability to transfer the Assets to BUYER.
(c) SELLER will, for itself, its successors and assigns, warrant and defend the title of BUYER, its successors and assigns to the Assets, interests and properties against every person whomsoever claiming the same or any party thereof by, through and under SELLER, but not otherwise; however WITH RESPECT TO THE W▇▇▇▇, EQUIPMENT AND OTHER ITEMS OF PERSONALTY WHICH MAY BE COVERED HEREBY, THE SAME ARE USED AND ARE SOLD ON AN “AS IS” AND “WHERE IS” BASIS WITH ALL FAULTS, IF ANY. SELLER SHALL HAVE NO LIABILITY TO BUYER FOR ANY CLAIMS, LOSS, OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY BY SAID W▇▇▇▇, EQUIPMENT OR PERSONAL PROPERTY, BY ANY INADEQUACY THEREOF OR THEREWITH, ARISING IN STRICT LIABILITY OR OTHERWISE, OR IN ANY WAY RELATED TO OR ARISING OUT OF THIS AGREEMENT. SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SAID W▇▇▇▇, EQUIPMENT AND PERSONAL PROPERTY AND EXPRESSLY DISCLAIMS ANY WARRANTIES WITH RESPECT THERETO.
(d) SELLER owns not less than the undivided interests in the Assets as set forth in Schedule 1 attached hereto. The undivided interests in the Assets which BUYER shall receive shall include production or the right to proceeds of production from each Well located on the ATP and the Leases in an amount which is not less than the percentage net revenue interest set forth in the Operating Agreements. In addition, SELLER represents that the undivided interests in the Assets which BUYER shall receive shall not require BUYER to bear a greater percentage of costs and expenses than the percentage interest attributable to SELLER set forth under the Operating Agreements. This representation and warranty is by, through and under SELLER, but not otherwise.
(e) SELLER’S undivided interests in the Assets are free and clear of all liens, marital or community property rights or interests, judgments, mortgages, advance payments, carried interests, contingent interests...
Representations and Warranties Regarding the Assets. In this Section 4, any particular reference to a “Schedule 4” shall be understood (i) in the case of ACS, to refer to the corresponding “Schedule 4A”, and (ii) in the case of GCI, to refer to the corresponding “Schedule 4B.” Each of ACS and ACS Member, jointly and severally, represents and warrants to GCI and GCI Member with respect to the ACS Wireless Activities and the ACS Assets (including the Purchased Assets), and each of GCI and GCI Member, jointly and severally, represents and warrants to ACS and ACS Member with respect to the GCI Wireless Activities and the GCI Assets (but not the Purchased Assets), as of the date hereof and as of the Closing Date except insofar as such representations and warranties are made as of the date hereof or any other specified date (in which case as of such date), as follows:
Representations and Warranties Regarding the Assets. IHO represents and warrants that the Assets is free and clear of any and all liens and encumbrances or claims of any ownership interest. IHO makes no representation or warranty, express or implied, as to the physical condition of the Assets, the fitness of any item of the Assets for the use intended, or the merchantability of any item of the Assets.
Representations and Warranties Regarding the Assets. Southern Gas and the Southern Gas Group Equity Owners jointly and severally represent and warrant to Buyer and AUGI that the statements contained in this Section 2.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2.2).
Representations and Warranties Regarding the Assets. RPE represents and warrants that the Assets are transferred free and clear of any and all liens and encumbrances or claims of any ownership interest. RPE makes no representation or warranty, express or implied, as to the physical condition of the Assets, the fitness of any item of the Assets for the use intended, or the merchantability of any item of the Assets.
Representations and Warranties Regarding the Assets. Schedule 1 of the Existing Loan Agreement is hereby amended by deleting clause (l) in its entirety and replacing them with the following: