Condition of Transferred Assets. The Transferred Assets are in good operating condition and repair (ordinary wear and tear excepted) and are suitable for their current uses, except where the failure of the Transferred Assets to be in good operating condition or repair or to be suitable for such uses would not reasonably be expected to have a VIOC Centers Material Adverse Effect.
Condition of Transferred Assets. Except as set forth in Section 4.07 of the Disclosure Schedule, the Transferred Assets are in good condition and are adequate for the uses to which they are being put, and none is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Condition of Transferred Assets. BUYER ON BEHALF OF ITSELF AND ITS AFFILIATES, UNDERSTANDS AND AGREES THAT THE TRANSFERRED ASSETS ARE SOLD, ASSIGNED, TRANSFERRED AND CONVEYED TO BUYER IN AN "AS IS" CONDITION ON A "WHERE IS" BASIS WITHOUT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT.
Condition of Transferred Assets. On the Closing Date, all of the Transferred 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 the Buyer shall have received a certificate dated as of the Closing Date, executed by an authorized officer of the Seller to such effect; provided, however, if on or prior to the Closing Date any of the Transferred 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 the Seller (whether or not similar to the foregoing) to an extent which, in the reasonable opinion of the Buyer, materially affects the value of the Transferred Assets, taken as a whole, the Buyer shall have the right either (a) to terminate this Agreement and all of the Buyer's obligations hereunder without incurring any liability to the 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 the Seller, in respect of such loss plus an amount up to a maximum of $500,000 equal to any deductible or co-insurance reserve applicable to such loss. If under the circumstances described in the foregoing sentence, the Buyer shall elect to consummate the transactions provided for herein, the Seller shall, on demand, pay to the Buyer the full amount of any insurance proceeds received by the Seller in respect of any such loss, together with up to a maximum of $500,000 of any deductible or co-insurance reserve applicable to such loss; and
Condition of Transferred Assets. In consummating the purchase and the sale of the Transferred Assets contemplated hereunder, Buyer acknowledges that it will become the owner of the Transferred Assets and Buyer accepts the Transferred Assets in their AS-IS, WHERE-IS CONDITION WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, WARRANTY AS TO TITLE, CONDITION (INCLUDING ANY ENVIRONMENTAL CONDITION), MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES SELLER HEREBY EXPRESSLY DISCLAIMS), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
Condition of Transferred Assets. The Transferred Assets are in good operating condition and repair (normal wear and tear excepted), are free from material defects (patent and latent), are suitable for the purposes for which they are currently used and are not in need of material maintenance or repairs except for ordinary routine maintenance and repairs, except that Tanks 137, 156 and 162 are currently not operating as they undergo maintenance and repairs to comply with current minimum standards under American Petroleum Institute Standard 653 for Aboveground Storage Tanks.
Condition of Transferred Assets. (a) To the knowledge of Sellers, all items of machinery, equipment and other tangible assets of the Business which are Transferred Assets are in reasonably good condition, subject to ordinary wear and tear, other than items currently under or scheduled for repair or construction.
(b) To the knowledge of Sellers, the Inventory is saleable or usable in the ordinary course of business.
Condition of Transferred Assets. The Transferred Assets must be in substantially the same condition as the condition they are in on the date of this Agreement, ordinary wear and tear excepted.
Condition of Transferred Assets. Buyer shall have the opportunity to inspect the Transferred Assets. Each of the Companies and each of the Shareholders, jointly and severally, represent and warrant the following as to the condition and title of the Transferred Assets: (i) each of the Transferred Assets is in good repair and condition and, if a tractor or trailer, acceptable for use as intended in the interstate transportation of truckloads of freight; (ii) each tractor and trailer has been maintained in accordance with the manufacturer's specifications and warranties; (iii) each tractor and trailer meets all DOT requirements, has less than $250 of damage, does not require engine or drive train repair, has no seat tears or broken or cracked glass, has all major systems functioning properly, and has all required safety equipment; (iv) each Transferred Asset other than tractors and trailers is in good repair and condition, not obsolete, and adequate for use in the ordinary course of business; (v) each of the tractors and trailers has at least 50% tread depth on all tires and at least 50% wear remaining on all brakes; and (vi) each of the Transferred Assets is owned by the Companies free and clear of all Liens other than Liens represented by Payoff Letters (as hereinafter defined).
Condition of Transferred Assets. All of the tangible Transferred Assets have been maintained in accordance with good industry practice in all material respects and are in good operating condition and repair, ordinary wear, tear and maintenance excepted, with no material significant defects to the Knowledge of the Seller, and are suitable for the uses for which such Transferred Assets were intended and for the use and operation of the Transferred Assets after the Closing Date in substantially the same manner as presently being used and operated in all material respects.
