Examples of Asset Selling Entities in a sentence
The representations and warranties made by Seller in this Article III are the exclusive representations and warranties made by Seller with respect to the Conveyed Companies, the Asset Selling Entities, the Business, the Purchased Assets and the Assumed Liabilities.
Seller hereby disclaims any other express or implied representations or warranties with respect to the Conveyed Companies, the Asset Selling Entities, any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities.
For the avoidance of doubt, the Parties shall respect the Allocation agreed upon pursuant to this Section 2.10 with respect to the Purchased Assets sold by the Asset Selling Entities that are organized in the People’s Republic of China and for the sale of Equity Interests of the Chinese Entities and in no event shall the Parties adjust the Allocation with respect to such Purchased Assets or Equity Interests.
None of the Conveyed Companies is a party to any Contract, and none of the Asset Selling Entities nor any Conveyed Company is a party to any Assumed Contract, in each case, with Seller or any Affiliate of Seller other than a Conveyed Company, except as will be terminated prior to Closing or is otherwise terminable at will without any material Liability to any party thereto.
Seller and its Affiliates have obtained each Permit of the Asset Selling Entities and the Conveyed Companies necessary for the conduct of the Business as it is currently conducted, except where the failure to possess any such Permit would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole.
No amounts have been called under any of the Surety Bonds or Letters of Credit and, to the Knowledge of Seller, neither the Seller nor any of its Affiliates has received any notice of mandatory recommendation from any insurer or regulatory authority requiring the Conveyed Companies or, with respect to the Business or the Purchased Assets, the Asset Selling Entities to make risk improvements that would, individually or in the aggregate, be reasonably likely to give rise to material capital expenditures.
Seller and the Asset Selling Entities have all Permits that are required for the operation of the Business and the ownership and use of the Transferred Assets, in each case as conducted or owned and used by Seller and the Asset Selling Entities on the date hereof (the “Business Permits”), except where the failure to possess such Business Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
It is expressly understood and agreed that, without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in this Agreement shall be construed to grant Purchaser the right to perform any Phase I, Phase II or other environmental testing on any of the properties of the Asset Selling Entities or the Conveyed Companies.
Except as set forth on Schedule 3.19, the Asset Selling Entities (i) own or have other legal rights to all of the Purchased Assets and (ii) have good title to the Purchased Assets owned by them, in each case free and clear of all Liens, other than Permitted Liens.
For the purposes of this §6(e) only: (i) the “Business of Target” is the acquisition, processing and supply of starch derivatives from potato, tapioca, corn and other sources; and (ii) the “Geographic Area” is any area where Target, the Asset Selling Entities or 0 Xxxxx Xxxxxx conducts Business as of the Closing Date.