As Is, Where Is Sale Sample Clauses

As Is, Where Is Sale. PURCHASER AGREES AND ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO INSPECT AND ASSESS THE TRANSFERRED ASSETS AND THE CLASS AND LOADLINE RECORDS PERTAINING TO THE VESSELS AND HAS SATISFIED ITSELF AS TO THE PHYSICAL CONDITION, SEAWORTHINESS, AND FITNESS FOR USE OF THE TRANSFERRED ASSETS AS OF THE APPLICABLE SURVEY DATE FOR EACH VESSEL AND THAT PURCHASER HAS RELIED SOLELY UPON SUCH EXAMINATIONS AND INVESTIGATIONS AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN THIS AGREEMENT IN ELECTING WHETHER OR NOT TO PURCHASE THE TRANSFERRED ASSETS. FURTHER, PURCHASER ACKNOWLEDGES THAT, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED HEREIN, IT IS PURCHASING THE TRANSFERRED ASSETS ON AN “AS-IS,” “WHERE-IS” AND “WITH ANY AND ALL FAULTS AND DEFECTS (LATENT OR OTHERWISE)” BASIS. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN ARTICLE V, PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED AND IS NOT RELYING UPON ANY STATEMENT, GUARANTY, REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO SELLER OR ANY OF SELLER’S BUSINESS, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS OR CONDITION (FINANCIAL, ENVIRONMENTAL OR OTHERWISE), INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE TRANSFERRED ASSETS, THE NATURE OR EXTENT OF ANY LIABILITIES, THE PROSPECTS OF THE TUG AND TANK BARGE BUSINESS OR THE TRANSFERRED ASSETS, THE EFFECTIVENESS OR THE SUCCESS OF ANY OPERATIONS OR THE ACCURACY OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION MEMORANDA, DOCUMENTS, PROJECTIONS, MATERIAL OR OTHER INFORMATION (FINANCIAL OR OTHERWISE) REGARDING SELLER OR THE TRANSFERRED ASSETS FURNISHED TO PURCHASER OR ITS REPRESENTATIVES OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN ANY “DATA ROOMS,” “VIRTUAL DATA ROOMS,” MANAGEMENT PRESENTATIONS, PROJECTIONS, DUE DILIGENCE DISCUSSIONS OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OR IN RESPECT OF ANY MATTER WHATSOEVER, AND PURCHASER ACKNOWLEDGES THAT SELLER HAS SPECIFICALLY DISCLAIMED ANY SUCH OTHER REPRESENTATION OR WARRANTY AS BEING ATTRIBUTABLE TO SELLER AND ITS REPRESENTATIVES. THE PROVISIONS OF THIS SECTION 6.10, TOGETHER WITH THE REMEDIES PROVIDED HEREIN, WERE SPECIFICALLY BARGAINED-FOR BETWEEN PURCHASER AND SELLER IN ARRIVING AT THE CONSIDERATION TO BE PAID UNDER THIS AGREEMENT. EXCEPT FOR THE COVENANTS (INCLUDING THOSE SET FORTH IN SECTION 12.15) AND ...
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As Is, Where Is Sale. SELLER IS NOT MAKING ANY GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO FINANCIAL CONDITION, RESULTS OF OPERATIONS, ENVIRONMENTAL CONDITION, ASSETS OR LIABILITIES OF THE TRANSFERRED ASSETS), EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND SELLER HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, IT BEING ACKNOWLEDGED THAT, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS MAKING NO REPRESENTATION REGARDING THE PHYSICAL CONDITION OF THE VESSELS AND THAT EACH OF THE VESSELS AND THE OTHER TRANSFERRED ASSETS SHALL BE, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SOLD AND TRANSFERRED ON AN “AS-IS,” “WHERE-IS” AND “WITH ANY AND ALL FAULTS AND DEFECTS (LATENT OR OTHERWISE)” BASIS.
Sample 1
As Is, Where Is Sale. Notwithstanding any election of Lessee to purchase the Equipment in accordance with this Rider, the provisions of the Lease shall continue in full force and effect until the passage of ownership of the Equipment upon the date of purchase. Upon the purchase of all of the Equipment and receipt by Lessor of the Early Purchase Option Price, together with all taxes (to the extent payable pursuant to paragraph 1 above) and charges upon sale and all other amounts accrued and unpaid under the Lease, Lessor will transfer, on an AS IS, WHERE IS BASIS, all of Lessor’s interest in such Equipment, at Lessee’s expense shall execute and deliver a xxxx of sale as reasonably may be required to convey any interest of Lessor in and to such Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the Equipment so purchased or as to any other matters other than Lessor’s Liens.
Sample 1
As Is, Where Is Sale. Except for the express representations and warranties of Seller set forth in Section 10.1 of this Agreement, the Property is being sold on an "AS IS-WHERE IS" basis and with "ALL FAULTS" as of the Effective Date. Except as specifically and expressly set forth in this Agreement or made pursuant to this Agreement, no promises, representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any officer, member, beneficiary, affiliate, person, firm, agent or representative acting or purporting to act on behalf of Seller as to (a) the nature, quality, condition or state of repair or utility of the Property, (b) the value, expense of operation or income potential thereof, (c) the suitability of the Property for any and all activities and uses which Buyer may intend to conduct thereon, (d) the compliance of the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the habitability, merchantability or fitness for a particular purpose of the Property, or (f) any other fact or condition which has affected or could affect the Property or the condition, repair, value, expense of operation or income potential of the Property. The parties acknowledge and agree that the intent of this Agreement is that (i) Buyer shall have the opportunity during the Due Diligence Period (as defined below) to investigate, examine and approve to its own satisfaction all of the information and other matters relating to the Property that Buyer deems necessary or appropriate to investigate or examine in connection with Buyer's purchase of the Property, and (ii) Seller shall grant Buyer access to all information pertaining to the Property in the possession or control of Seller or Manager. The parties acknowledge and agree that all understandings and agreements heretofore made between them or their respective agents or representatives regarding the purchase and sale of the Property are merged into this Agreement and the Exhibits attached hereto, which alone fully and completely express their agreement, and that neither party is relying upon any statement, promise or representation by the other unless such statement, promise or representation is specifically and expressly set forth in this Agreement or the Exhibits attached hereto, or is subsequently expressly made by Seller in the closing documents or any other documents executed by Seller and delivered to Buyer hereun...
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As Is, Where Is Sale. The Buyer acknowledges and agrees that, subject only to the representations and warranties in Article VI, it is acquiring all Vessels on an “as is, where is” basis.
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As Is, Where Is Sale. The Purchased Assets will be sold, assigned, transferred, and conveyed to Buyer on the Closing Date on a “AS IS” and “WHERE IS” basis, with no representations or warranties other than those specifically set forth below, and subject to any and all existing liens, claims, encumbrances, interests, liabilities, options, charges, obligations, moral rights, rights of third parties (express or implied), restrictions, licenses and interests of any kind or nature (collectively, “Encumbrances”), except for the Encumbrances in favor of Runway Growth Credit Fund Inc. (the “Released Encumbrances”), all of which shall be released in connection with and as a condition to the Closing.
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As Is, Where Is Sale. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ARTICLE IV OF THIS AGREEMENT, NEITHER THE SELLER NOR BWR MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO SELLER OR BWR, ITS BUSINESS, THE INTERESTS, THE ASSUMED LIABILITIES OR THE ACQUIRED ASSETS. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE ACQUIRED ASSETS. BUYER FURTHER ACKNOWLEDGES THAT BUYER HAS CONDUCTED AN INDEPENDENT INSPECTION AND INVESTIGATION OF SELLER, BWR, ITS BUSINESS, THE INTERESTS, THE ASSUMED LIABILITIES AND THE ACQUIRED ASSETS. ACCORDINGLY, BUYER WILL ACCEPT THE INTERESTS, THE ASSUMED LIABILITIES AND THE ACQUIRED ASSETS AT THE CLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”
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As Is, Where Is Sale. Buyer acknowledges and agrees that it has been or will prior to the date hereof be given a full opportunity to inspect and investigate every aspect of the Assets, including all matters related to legal status or requirements, physical condition, title, leasing, contracts, and other matters of significance. Buyer specifically acknowledges and agrees that, except for the specific representations and warranties set forth in Article 2, the Assets are being sold in an "AS IS" condition and "WITH ALL FAULTS" as of the date of this Agreement and as of the Closing.
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As Is, Where Is Sale. Purchaser agrees that no representation or warranty is made as to the accuracy or completeness of any information provided to Purchaser, except to the extent any such representation or warranty is made in Section 6.01. Except as otherwise expressly set forth in this Agreement, Xxxxxxxxx agrees that any assets, properties and business of Seller and the Seller Subsidiary, including the Transferred APA Assets, are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Section 6.01, with all faults and without any other representation or warranty of any nature whatsoever.
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Related to As Is, Where Is Sale

  • As Is, Where Is PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE PROPERTY, AND EACH AND EVERY PART AND COMPONENT THEREOF, IN AN “AS IS, WHERE IS” CONDITION AS OF THE CLOSING WITH NO REPRESENTATIONS OR WARRANTIES FROM SELLER, EITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), STATEMENTS OR WARRANTIES (ORAL OR WRITTEN, IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS TO THE PROPERTY OR ANY PART OR COMPONENT THEREOF IN ANY RESPECT, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS, STATEMENTS OR WARRANTIES AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR USE AS A HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE BUILDING, ZONING, SUBDIVISION, ENVIRONMENTAL, LIFE SAFETY OR LAND USE LAWS, CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE STATE OF REPAIR OF THE PROPERTY, AND PURCHASER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WAIVES ANY RIGHT TO ASSERT ANY CLAIM OR DEMAND AGAINST SELLERS AT LAW OR IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING. EXCEPT FOR ANY TITLE OR SURVEY MATTERS CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, PURCHASER AGREES THAT IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY OR REVEAL ANY SUCH MATTER IN AN INACCURATE, MISLEADING OR INCOMPLETE FASHION OR OTHERWISE BE IN ERROR. PURCHASER ACKNOWLEDGES THAT IT SHALL REVIEW THE SURVEY AND THE TITLE INSURANCE COMMITMENTS (AS SAME MAY BE MARKED AT CLOSING) AND TO DISCUSS THEIR CONTENTS WITH THE INDEPENDENT CONTRACTORS WHO PREPARED OR ISSUED EACH OF THEM. PURCHASER ACCORDINGLY AGREES TO LOOK SOLELY TO THE PREPARER OF THE SURVEY AND THE ISSUER OF THE TITLE INSURANCE COMMITMENTS AND TITLE POLICIES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH SUCH INSTRUMENTS AND HEREBY RELEASES SELLERS FROM ANY SUCH CLAIM (EXCEPT FOR ANY CLAIM THAT SELLERS AGREE TO CURE AS SET FORTH IN THIS AGREEMENT). Purchaser recognizes that the Hotel and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, state and local building, plumbing, electrical, fire, health, handicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “building codes”). The Hotel and other improvements on the Land may contain substances or materials no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser has had the opportunity, as set forth in Section 2.4, to review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Purchaser agrees to accept and shall the Property in an “AS-IS, WHERE IS” condition and at Closing to accept and assume the risk of noncompliance of the Property with all such building codes. Except with respect to those representations set forth in Article III hereof, Purchaser waives any right to excuse (except as specifically set forth in this Agreement) or delay performance of its obligations under this Agreement or to assert any claim against Sellers (before or after Closing) arising out of any failure of the Property to comply with any such building codes.

  • As-Is Sale (a) BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED BY SELLER TO BUYER AT CLOSING, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO THE STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’ USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VII) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS (AS DEFINED IN ANY ENVIRONMENTAL STATUTE) ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (IX) THE CONDITION OF TITLE TO THE PROPERTY, (X) THE LEASES (INCLUDING ALL SERVICE CONTRACTS) AND ANY OTHER AGREEMENTS AFFECTING THE PROPERTY AND (XI) THE ECONOMICS OF ANY PAST OR FUTURE OPERATIONS OF THE PROPERTY.

  • As-Is Condition a. Purchaser acknowledges and agrees that it will be purchasing the Property based solely upon its inspection and investigations of the Property and that Purchaser will be purchasing the Property "AS IS" and "WITH ALL FAULTS" based upon the condition of the Property as of the date of this Agreement subject to reasonable wear and tear and loss by fire or other casualty or condemnation and, subject to the provisions of Paragraph 6 above, from the date of this Agreement until the Closing Date. Without limiting the foregoing, Purchaser acknowledges that, except as may otherwise be specifically set forth elsewhere in this Agreement, neither Seller nor their consultants nor agents have made any other representations or warranties of any kind upon which Purchaser is relying as to any matters concerning the Property, including, but not limited to, the condition of the Land or Improvements, the presence or absence of asbestos, toxic waste or any Hazardous Materials (as hereinafter defined) or Hazardous Substances (as hereinafter defined), the tenants of the Property or the leases affecting the Property, economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning, environmental or building laws, rules or regulations affecting the Property. Seller makes no representation that the Property complies with Title III of the Americans With Disabilities Act or any fire codes or building codes. Purchaser hereby releases Seller from any and all liability in connection with any claims which Purchaser may have against Seller, and Purchaser hereby agrees not to assert any claims, for contribution, cost recovery or otherwise, against Seller, relating directly or indirectly to the existence of asbestos or Hazardous Materials or Hazardous Substances on, or environmental conditions of, the Property. As used herein, the term "

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • NOW, WHEREFORE in consideration of the mutual promises and covenants set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Disclaimer of Other Warranties EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Terms Defined Elsewhere in this Agreement For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section AAA Accounts Receivable 12.5 2.1(i) Agreement Preamble Arbitrator 12.5 Assumed Liabilities 2.3 Belgian Activities 1.1 (in Business definition) Closing 5.1(a) Closing Date 5.1(a) Confidentiality Agreement 12.7 Covenant Survival Period 10.1(b) Decision Disputes Elop 12.5 12.5 6.8(ii) Escrow Agent 10.5 Escrow Agreement 10.5 Escrow Fund 10.5 Exchange Act 1.1 (in Affiliate definition) Excluded Assets 2.2 Excluded Liabilities 2.4 Extraordinary Damages Financial Statements 1.1 (in Damages definition) 6.4(a) Foreign Tax Withholding Certificate 8.11 IAS 6.4(v) Indemnification Claim 10.4(b) IRI Project 6.8(ii) ISA 6.4(iii) MediVision ESE Report 6.4(i) MediVision Product 6.17 MediVision Product Certifications 6.18 MediVision Recommendation 6.2(ii) OCS Funded Technology 6.15(i) Post-Closing Covenants 10.1(b) Pre-Closing Covenants 10.1(b) Pre-Closing Tax Period 11.3(a) Purchased Assets 2.1 Purchased Shares 3.1 Purchased Trade Secrets 6.8(iii) Purchaser Preamble Purchaser Documents 7.2(i) Purchaser Indemnified Parties 10.2(a) Seller Preamble Seller Disclosure Letter 6 Seller Documents 6.2(i) Seller Indemnified Parties 10.3(a) Seller Material Adverse Effect 6.1 Seller Material Agreements 6.9(iii) Software Products 6.8(vi) Subsidiary 6.1 Survival Period 10.1(b) Tax 6.16 Tax Claim 11.4(b) Tax Return 6.16 Termination Date 5.2(a) Total Consideration 4.1 Transaction Documents 7.2(i) Transfer Taxes 11.1 Warranty Survival Period 10.1(a)

  • Exclusive Property The Executive confirms that all protected information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company shall be and remain the property of the Company Group.

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