Status and Condition Clause Samples
The "Status and Condition" clause defines the current state and quality of goods, property, or services being provided under a contract. It typically specifies whether items are sold "as is," subject to inspection, or must meet certain standards or representations at the time of delivery. For example, in a real estate contract, this clause might clarify if a property is being sold in its present condition or if repairs are required before closing. Its core function is to set clear expectations between parties regarding the condition of what is being exchanged, thereby reducing disputes and allocating responsibility for defects or deficiencies.
Status and Condition. As of the date hereof and immediately after giving effect to each Advance, the fair value of the assets of the Borrowers is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the financial statements of the Borrowers in accordance with GAAP) of the Borrowers, each Borrower is and will be solvent, is and will be able to pay its debts as they mature and does not and will not have an unreasonably small capital to engage in the business in which it is engaged and propose to engage. No Borrower intends to incur, or believe that it has incurred, debt beyond its ability to pay such debts as they mature. No Borrower is contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of any Borrower or any of its assets. No Borrower is transferring any Collateral with any intent to hinder, delay or defraud any of its creditors.
Status and Condition. Borrower is solvent, in stable financial condition and is able to and does pay its liabilities as they mature. Except as otherwise disclosed on Exhibit 10(j) attached hereto, Borrower is not a party to any labor dispute or any collective bargaining contract.
Status and Condition. Borrower is solvent, in stable financial condition and is able to and does pay its liabilities as they mature. Borrower is not a party to any collective bargaining contract.
Status and Condition. All Inventory:
(a) is to be supplied in the ordinary course of the Borrower’s and the Security Obligors business and is and will be fit for such purpose;
(b) will be kept by the Borrower and each Security Obligor, at its own expense, in good and marketable condition (save for damaged items as notified to the Lender and save for the fact that the Borrower will not be in breach of this undertaking unless such breach relates to a material quantity of the inventory); and
(c) in relation to finished goods, is not obsolete and will be held for sale.
Status and Condition. As of the date hereof and immediately after giving effect to each Loan, the fair value of the assets of Borrower is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the financial statements of Borrower in accordance with GAAP) of the Borrower, Borrower is and will be solvent, is and will be able to pay its debts as they mature and does not and will not have an unreasonably small capital to engage in the business in which it is engaged and propose to engage. Borrower does not intend to incur, nor believe that it has incurred, debt beyond its ability to pay such debts as they mature. Borrower is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Borrower or any of its assets. Borrower is not transferring any Collateral with any intent to hinder, delay or defraud any of its creditors.
Status and Condition. Borrower is solvent, in stable financial condition with a positive net worth and is able to and does pay its liabilities as they mature. This transaction will not leave Borrower with remaining assets which are unreasonably small compared to its ongoing operations. Borrower is in compliance with Section 13.6. Borrower has capital sufficient to carry on its business and transactions as now carried on and as planned for the future, including but not limited to the transactions contemplated by this Agreement. No action, investigation, audit, claim or proceeding is now pending or threatened against Borrower before any court, board, commission, agency or instrumentality of any Federal, state or local government or of any agency or any subdivision thereof, or before any arbitrator or panel of arbitrators, nor to the knowledge of Borrower, does a state of facts exist which might give rise to such proceedings, with respect to any matter which if adversely determined could affect the Collateral, impair the ability of Borrower to perform its obligations in the Loan Documents, Lender's rights under the Loan Documents, or materially and adversely affect the financial condition or business of Borrower. Borrower is not a party to any labor dispute or any labor contract. Borrower is not, and has not received any notice alleging that it is, in violation of any statute, regulation, rule or ordinance of any governmental entity, including, without limitation, the United States of America, any state, city, town, municipality, county or of any other jurisdiction, or of any agency thereof. Borrower is not in default with respect to any indenture, loan agreement, mortgage, lease, deed or other similar agreement relating to the borrowing of monies, or any contract or other instrument relating to the transactions contemplated by this Agreement or which is material to its business, prospects, operations or financial condition.
Status and Condition. The status and condition of the Property shall not have changed in a manner which materially adversely affects Transferee’s intended use of the Property, in Transferee’s sole and absolute discretion.