Common use of Condition of Acquired Assets Clause in Contracts

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing Date, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a whole, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Seller, in respect of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller in respect of any such loss, together with any deductible or co-insurance reserve applicable to such loss.

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing Date, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a wholeAssets in excess of $100,000, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Seller, in respect of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller in respect of any such loss, together with any deductible or co-insurance reserve applicable to such loss.

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing Date, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other similar cause or event beyond the reasonable power and control of each Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a whole, Purchaser results in the loss or destruction of Acquired Assets with a value in the aggregate of $200,000 or more, Purchaser, in its sole discretion, shall have the right either (ai) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to either Seller as a result of such termination termination, or (bii) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to either Seller, in respect of such loss plus an amount equal loss, or (iii) to any deductible or co-insurance reserve applicable the extent agreed to such loss. If under by the circumstances described in the foregoing sentenceSellers, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser herein and be paid the full amount of any all insurance proceeds received by Seller proceeds, if any, paid or payable to either Seller, in respect of any such loss, together with any deductible or co-insurance reserve applicable and a reduction in the Purchase Price agreed to such lossin writing by the Parties hereto.

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing Date, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of each of Seller and Shareholder to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a whole, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Seller, in respect of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller in respect of any such loss, together with any deductible or co-insurance reserve applicable to such loss.

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course Ordinary Course of business Business or expressly permitted by this Agreement between the date hereof and the Closing Date, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets Purchased Stores shall have suffered loss Loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of Seller Sellers (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a wholesuch Purchased Store, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Sellera Sellers, in respect of such loss plus an amount equal Loss , or (b) to any deductible consummate the transactions provided for herein, excluding, however, the Purchased Store(s) which suffered the Loss or co-insurance reserve applicable to damage with a corresponding reduction in the Purchase Price based upon the allocable Purchase Price for such lossexcluded Purchased Store. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller Sellers shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller Sellers in respect of any such loss, together with any deductible or co-insurance reserve applicable to such lossLoss.

Condition of Acquired Assets. On Notwithstanding anything contained in this Agreement to the Closing Datecontrary, all of the ---------------------------- Acquired Assets shall be Buyer acknowledges and agrees that the Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Sellers in substantially Article III hereof (as modified by the same condition as at Seller Schedules), and the close of business on the date hereofBuyer acknowledges and agrees that, except for ordinary use the representations and wear thereof and changes occurring in warranties contained therein, the ordinary course of business or expressly permitted by this Agreement between the date hereof Acquired Assets and the Closing DateBusiness are being transferred on a ³where is´ and, as to condition, ³as is´ basis. Any claims the Buyer may have for breach of representation or warranty shall be based solely on the representations and Purchaser shall have received a certificate dated as warranties of the Closing Date, executed Sellers set forth in Article III hereof (as modified by an authorized officer of the Seller to such effect; provided, however, if on or prior to Schedules). The Buyer further acknowledges and agrees that neither the Closing Date Sellers nor any of the Acquired Assets shall Sellers¶ Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Sellers, the Business or the transactions contemplated by this Agreement, the Seller Documents or the Buyer Documents not expressly set forth herein or therein, and none of the Sellers, their Affiliates or any other Person will have suffered loss or damage be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer or its representatives or the Buyer¶s use of, any such information, including, without limitation, any confidential memoranda or other confidential information distributed on account behalf of fire, flood, accident, act of war, civil commotionthe Sellers relating to the Business or other publications or data room information provided to the Buyer or its representatives, or any other cause document or event beyond the reasonable power and control of Seller (whether or not similar information in any form provided to the foregoing) Buyer or its representatives in connection with the sale of the Business and the transactions contemplated hereby. The Buyer represents that it is a sophisticated entity that was advised by knowledgeable counsel and financial and other advisors and hereby acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business, the Acquired Assets and the Assumed Liabilities and has had an extent which, in the reasonable opinion of Purchaser, materially affects the value of opportunity to inspect and examine the Acquired Assets, taken as a whole, Purchaser shall have in making the right either (a) determination to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination or (b) to consummate proceed with the transactions provided for herein contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation. The representations and be paid warranties of the full amount Buyer in this Article IV shall expire upon, and not survive after, the Closing, and upon and after the Closing, the Seller may not bring any claims, or assert any rights with respect to, any breaches of all insurance proceedsrepresentations, if any, paid or payable to Seller, in respect warranties and covenants of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller in respect of any such loss, together with any deductible or co-insurance reserve applicable to such lossthis Agreement.

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing DateDate or as expressly permitted by this Agreement, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; , provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond event, including the reasonable power and control of Seller Bloch Litigation (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a whole, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination or termination; (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Seller, in respect of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss; or (c) to require Seller to replace such lost or damaged assets or to restore them to their original condition and to extend the Closing Date accordingly. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller in respect of any such loss, together with any deductible or co-insurance reserve applicable to such loss.

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing Date, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a whole, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination termination, or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Seller, in respect of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay Purchaser shall receive a credit against the Purchase Price equal to Purchaser the sum of the full amount of any insurance proceeds received by Seller in respect of any such loss, together with plus any deductible or co-insurance reserve applicable to such loss. To the extent any insurance proceeds have not been paid to Seller as of the Closing Date, Seller shall assign all of its rights, title and interest with respect to such proceeds to Purchaser at Closing. If, notwithstanding such assignment, Seller thereafter receives any payment of insurance proceeds, Seller shall promptly pay to Purchaser the full amount of such proceeds paid to Seller.

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- ----------------------------- Acquired Assets Assets, other than pagers held by lessees, shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing Date, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a whole, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination termination, or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Seller, in respect of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller in respect of any such loss, together with any deductible or co-insurance reserve applicable to such loss.

Condition of Acquired Assets. On the Closing Date, all of ---------------------------- the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereofMarch 31, 1999, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing DateAgreement, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a whole, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Seller, in respect of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller in respect of any such loss, together with any deductible or co-insurance reserve applicable to such loss.

Condition of Acquired Assets. On the Closing Date, all of the ---------------------------- Acquired Assets shall be in substantially the same condition as at the close of business on the date hereof, except for ordinary use and wear thereof and changes occurring in the ordinary course of business or expressly permitted by this Agreement between the date hereof and the Closing Date, and Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to such effect; provided, however, if on or prior to the Closing Date any of the Acquired Assets shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of Purchaser, materially affects the value of the Acquired Assets, taken as a whole, Purchaser shall have the right either (a) to terminate this Agreement and all of Purchaser's obligations hereunder without incurring any liability to Seller as a result of such termination or (b) to consummate the transactions provided for herein and be paid the full amount of all insurance proceeds, if any, paid or payable to Seller, in respect of such loss plus an amount equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, Purchaser shall elect to consummate the transactions provided for herein, Seller shall, on demand, pay to Purchaser the full amount of any insurance proceeds received by Seller in respect of any such loss, together with any deductible or co-insurance reserve applicable to such loss.