Prior Operations. Except as otherwise disclosed or identified in the WinVest SEC Reports filed with or furnished to the SEC prior to the Execution Date, or as otherwise provided hereunder or under the Ancillary Agreements:
(a) WinVest was formed solely for the purpose of completing a business combination in accordance with the terms of WinVest Organizational Documents and, since its incorporation, has not engaged in any business activities or conducted any operations or incurred any obligation or liability, other than those incurred in connection with such purpose.
(b) Merger Sub I and Merger Sub II were formed solely for the purpose of engaging in the transactions contemplated by this Agreement and, since their incorporation, have not engaged in any business activities or conducted any operations or incurred any obligation or liability, other than those incurred in connection with this Agreement.
(c) Neither Merger Sub I nor Merger Sub II is a party to or bound by any contract, and such entities will have no assets, liabilities or obligations at all times prior to the Mergers.
Prior Operations. Assignee hereby acknowledges that the properties have been utilized for the purpose of production and development of oil and gas and that there may have been spills of wastes, crude oil, produced water or other materials in the past onto the Properties or in connection therewith. In addition, some oil field production equipment may contain asbestos or naturally occurring radioactive material (hereinafter referred to as "NORM"). In this regard Assignee expressly understands the NORM may affix or attach itself to the inside of xxxxx, materials and equipment as scale, or in other forms, and that said xxxxx, materials and equipment located on the Subject Interests or included therein may contain NORM and that NORM-containing material may be buried or otherwise disposed of on the properties. Assignee also expressly understands that special procedures may be required for the remediation, removal, transportation and disposal of asbestos and NORM from the properties where it may be found, and Assignee assumes all responsibility and liability for or in connection with assessment, remediation, removal, transportation, and disposal of any such materials and associated activities in accordance with all rules, regulations and requirements of governmental agencies.
Prior Operations. Buyer hereby acknowledges that the Properties have ----------------- been utilized for the purpose of production and development of oil and gas and that there may have been spills of wastes, crude oil, produced water or other materials in the past onto the Properties or in connection therewith. In addition, some oil field production equipment may contain asbestos or naturally occurring radioactive material (hereinafter referred to as "NORM"). In this regard Buyer expressly understands the NORM may affix or attach itself to the inside of wells, materials and equipment as xxxxx, or in other forms, and that said wells, materials and equipment xxxxxed on the Properties or included therein may contain NORM and that NORM-containing, material may be buried or otherwise disposed of on the Properties. Buyer also expressly understands that special procedures may be required for the remediation, removal, transportation and disposal of asbestos and NORM from the Properties where it may be found, and Buyer assumes all responsibility and liability for or in connection with assessment, remediation, removal, transportation, and disposal of any such materials and associated activities in accordance with all rules, regulations and requirements of governmental agencies.
Prior Operations. Some oil field production equipment may contain asbestos or naturally occurring radioactive material (hereinafter referred to as “NORM”). In this regard, Buyer expressly understands that NORM may affix or attach itself to the inside of wxxxx, materials and equipment as scale, or in other forms, and that said wxxxx, materials and equipment located on the Properties or included therein may contain NORM and that NORM-containing material may be buried or otherwise disposed of on the Properties. Buyer also expressly understands that special procedures may be required for the remediation, removal, transportation and disposal of asbestos and NORM from the Properties where it may be found, and Buyer, after Closing, assumes all responsibility and liability for or in connection with assessment, remediation, removal, transportation, and disposal of any asbestos and NORM and associated activities in accordance with all rules, regulations and requirements of governmental agencies.
Prior Operations. Buyer hereby acknowledges that the Properties have been utilized for the purpose of production and development of oil and gas and that there may have been spills of wastes, crude oil, produced water or other materials in the past onto the Properties or in connection therewith. In addition, some oil field production equipment may contain asbestos or naturally occurring radioactive material (hereinafter referred to as "NORM"). In this regard Buyer expressly understands the NORM may affix or attach itself to the inside of wells, materials and equixxxxx as scale, or in other forms, and that said wells, materials and equixxxxx located on the Properties or included therein may contain NORM and that NORM-containing material may be buried or otherwise disposed of on the Properties. BUYER ALSO EXPRESSLY UNDERSTANDS THAT SPECIAL PROCEDURES MAY BE REQUIRED FOR THE REMEDIATION, REMOVAL, TRANSPROTATION AND DISPOSAL OF ASBESTOS AND NORM FROM THE PROPERTIES WHERE IT MAY BE FOUND, AND BUYER ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR OR IN CONNECTION WITH ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTTION, AND DISPOSAL OF ANY SUCH MATERIALS AND ASSOCIATED ACTIVITIES IN ACCORDANCE WITH ALL RULES, REGULATIONS AND REQUIREMENTS OF GOVERNMENTAL AGENCIES.
Prior Operations. Each of Holdings, Merger Sub and Amalgamation Sub were formed solely for purposes of effecting the Combination. Since their respective dates of formation, none of Holdings, Merger Sub or Amalgamation Sub have carried on any business or conducted any operations other than the execution of this Agreement, the performance of their respective obligations hereunder and matters ancillary hereto.
Prior Operations. Each of Venus Argentina and Venus International is a newly organized corporation or limited liability company, as the case may be, formed solely to acquire and hold the Venus Assets, and has not engaged in any business other than the Intercompany Acquisition and the ownership and operation of the Venus Assets following the Intercompany Acquisition.
Prior Operations. Buyer does not have, and has never had, any business operations, assets or liabilities, other than de minimis assets and liabilities under this Agreement or incident to its formation.
Prior Operations. Some or all of the Properties may contain asbestos or naturally occurring radioactive material (hereinafter referred to as “NORM”). In this regard, Buyer expressly understands that NORM may affix or attach itself to the inside of Xxxxx, materials and equipment as scale, or in other forms, and that said Xxxxx, materials and equipment located on the Properties or included therein may contain NORM and that NORM-containing material may be buried or otherwise disposed of on the Properties. Buyer also expressly understands that special procedures may be required for the remediation, removal, transportation and disposal of asbestos and NORM from the Properties where it may be found, and Buyer, after Closing, assumes all responsibility and liability for or in connection with assessment, remediation, removal, transportation, and disposal of any asbestos and NORM and associated activities in accordance with all rules, regulations and requirements of governmental agencies.
Prior Operations. Subject to the provisions of Section 6.3 hereof, Buyer shall be responsible for and shall indemnify Seller against any and all liabilities related to the operations prior to the Closing of the non-institutional private client brokerage business of IAAC; provided however, that this provision shall not apply to any pending arbitration proceedings with respect to employees of IAAC's trading desk, or any liabilities related to the prior operations of IAAC's institutional trading desk, which such liabilities shall remain the obligation of Seller.
