Condition of the Companies Sample Clauses

Condition of the Companies. Operation of Business in the Ordinary Course. All of the material equipment, buildings and other assets of each of the Companies used in connection with the operation of its businesses are in good, workmanlike condition and fit for use for its intended purpose, ordinary wear and tear excepted.
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Condition of the Companies. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Companies and any other guarantor of the Guaranteed Obligations such information concerning the financial condition, business and operations of the Companies and any such other guarantor as such Guarantor requires, and that none of the Creditor Parties has any duty, and such Guarantor is not relying on the Creditor Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of any Company or any other guarantor of the Guaranteed Obligations (such Guarantor waiving any duty on the part of the Creditor Parties to disclose such information and any defense relating to the failure to provide the same).
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Condition of the Companies. Notwithstanding anything contained in this Agreement or any of the other Seller Documents to the contrary, Purchaser acknowledges and agrees that neither any Seller nor any of their respective Affiliates is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article IV hereof (as modified by the Schedules hereto) and the rest of this Agreement and the Seller Documents. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Sellers set forth in Article IV hereof (as modified by the Schedules hereto) and shall be subject to Article IX hereof. Purchaser further represents that neither any Seller nor any Affiliate of any Seller nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding any Seller, any Company, the Shares, the Businesses, or the transactions contemplated by the Seller Documents not expressly set forth herein, and none of the Sellers, any of their respective Affiliates, or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda or other documents distributed by or on behalf of Sellers relating to the Shares, the Businesses or other publication or data room information provided to Purchaser or its representatives, including any vendor due diligence report or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Shares, the Businesses and each of the transactions contemplated by the Seller Documents.
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Condition of the Companies. OPERATION OF BUSINESS IN THE ORDINARY COURSE. All of the material equipment, buildings and other assets of the Companies used in
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Condition of the Companies. Any claims Purchaser may have for breach of representation or warranty under this Agreement shall be based solely on the representations and warranties of Parent and Seller set forth in Article III hereof (as modified by the Schedules hereto). Purchaser further represents that neither Seller nor any of the Companies nor any other Person has made any representation or warranty, express or implied, in this Agreement or otherwise as to (x) the accuracy or completeness of any information regarding any of the Companies or the Shares not set forth in this Agreement or (y) matters relating to compliance with Environmental Laws applicable to the Companies other than the representations and warranties set forth in Section 3.15 hereof. Neither Seller nor any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Companies or other publication provided to Purchaser or its representatives, or any other document or information provided to Purchaser or its representatives in connection with the sale of the Companies.
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Related to Condition of the Companies

  • Operation of the Company Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the terms of this Agreement and the other Transaction Agreements, including, without limitation, to vote all Securities held by it (and to cause all Securities held by any of its Affiliates and permitted transferees under Section 13 to be voted) to effect the terms hereof.

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Conditions of the Company The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

  • DURATION OF THE COMPANY The Company shall continue in perpetuity unless terminated sooner by operation of law or by decision of the Member.

  • Obligation of the Company In connection with the registration of the Registrable Securities, the Company shall do each of the following:

  • Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Return of the Company’s Property If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to the Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company. Executive shall deliver to the Company a signed statement certifying compliance with this Section 4(j) prior to the receipt of any post-termination benefits described in this Agreement.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

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