Condition of the Acquired Assets Sample Clauses

Condition of the Acquired Assets. As of the date hereof, the ------------------------------------ Acquired Assets are in good operating condition with no known defects, and suitable for their intended use.
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Condition of the Acquired Assets. The Acquired Assets are being sold pursuant to this Assignment in their respective "as is, where is" condition without any representation, warranty, whether express or implied, except as set forth in paragraph 2, above, and the Agreement.
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Condition of the Acquired Assets. Each of the Assets complies with applicable law and is in good and normal operating condition and repair, structurally sound with no known defects (ordinary wear and tear expected), and suitable for its intended use.
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Condition of the Acquired Assets. The Operating Assets and Supplies are in good operating condition and repair, normal wear and tear excepted, are performing satisfactorily and are available for immediate use in the operation of the Business. The Supplies consist of items of a quality and quantity usable in the normal course of the Seller's business consistent with past practices.
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Condition of the Acquired Assets. As of the Closing Date, the Acquired Assets will be complete and assembled, except as otherwise noted, to the Purchaser's reasonable satisfaction, with no known significant defects, and suitable for their intended use, reasonable wear and tear excepted. The Purchaser acknowledges that, except as otherwise set forth in this Agreement, the Seller has made no representations or warranties of any kind, express or implied, with respect to the physical condition, performance, merchantability or fitness for a particular purpose of any of the Acquired Assets, it being understood and agreed to by the Purchaser that the same are being purchased "as is, where is." Notwithstanding anything herein contained to the contrary, if as of the Closing any of the Acquired Assets are not complete or assembled, to the Purchaser's reasonable satisfaction, the Seller shall have 45 days or other agreed period in which to complete or assemble any of such Acquired Assets, with no known significant defects, and suitable for their intended use, reasonable wear and tear excepted. To the extent that the Seller fails to so complete and assemble to the Purchaser's reasonable satisfaction any of such Acquired Assets, except as otherwise noted, the Purchase Price shall be further adjusted by the value of any such Acquired Assets which the Seller has failed to so complete and assemble pursuant to the terms hereof. Any parts which are included with the Acquired Assets which are new shall be valued at book value. Any such parts included within the Acquired Assets which are not new must be usable by Purchaser and shall be valued as agreed upon by the parties.
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Condition of the Acquired Assets. Seller represents and warrants that to the best of Seller’s actual knowledge there are no known material defects with respect to the quality, physical condition, or value of the Land or Improvements thereon, or any other matter affecting or related to the Land or Improvements or this Agreement which might be pertinent in considering the purchase of the Acquired Assets. Except as expressly set forth herein, it is expressly understood and agreed that Purchaser is acquiring the Acquired Assets “as is” and “where is”, and Seller expressly disclaims any promises, statements or information pertaining to the Acquired Assets made or furnished by any broker, or any real estate agent representing or purporting to represent Seller.
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Condition of the Acquired Assets. As of the date hereof, the Seller, Tirella and Xxxxxx warrant that all of the Acquired Assets are in good operating condition with no known defects, and suitable for their intended use.
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Condition of the Acquired Assets. Neither Buyer’s due diligence investigation nor the Independent Engineer’s Report have identified significant Acquired Asset issues comprising material defects. In the event of a change resulting in a Material Adverse Effect upon the condition of the Acquired Assets after the date of this Agreement, Buyer and Seller shall in good faith negotiate an appropriate Purchase Price adjustment; provided, that no adjustment shall be made unless, and only to the extent that, the newly identified items exceed One Hundred Thousand Dollars ($100,000) and in no event shall any Purchase Price adjustment exceed Three Million Dollars ($3,000,000). If the adjustment would exceed Three Million Dollars ($3,000,000), then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Agent within ten (10) days after the determination of the scope of such adjustment, to either (i) terminate this Agreement, in which case neither Party shall have any further rights or obligations hereunder, and all funds (including the Deposit and all interest accrued thereon) and documents deposited in Escrow shall be returned to the Party depositing the same, or (ii) accept the Acquired Assets in with the Three Million Dollars ($3,000,000) adjustment of the Purchase Price and proceed with the Closing.
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Condition of the Acquired Assets 
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Related to Condition of the Acquired Assets

  • Consummation of the Acquisition On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

  • Representations of the Acquired Funds In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:

  • Representations of the Acquiring Funds (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

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