Status of the Assets Sample Clauses

Status of the Assets. Xxxxx is aware that interest in the Company is being acquired with the Assets in their current status as of the date of execution hereof, under Exhibit A, and for which, it holds Sellers harmless from any liability for such conditions, except if and to the extent that it is found at any time that the information included therein are not true, correct, accurate and complete on the date to which they refer.
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Status of the Assets. Except as set forth in Section 7.25 of the Renova Disclosure Letter, the equipment owned or leased by each Project Company is in good operating condition, subject to normal wear and tear and has been maintained in accordance with Generally Accepted Industry Practices.
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Status of the Assets. Except as set forth in Section 4.26 of the Seller Disclosure Letter, the equipment owned or leased by the Transferred Companies is in good operating condition, subject to normal wear and tear, and has been regularly maintained.
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Status of the Assets. The Assets include all rights and property necessary to enable the Company to conduct the Business as currently conducted by the Company. The Assets are all in good operating condition (reasonable wear and tear excepted), have been maintained in accordance with normal industry practice, and are suitable for the use for which they are intended. The Company is the sole beneficial owner of all the Assets (other than those of the Assets which are leased by the Vendor or the Company and holds marketable title thereto, free of all Encumbrances whatsoever, other than: i. encumbrances placed on the Assets by or through the Purchaser and the encumbrances listed in Schedule 6.1(f)i hereto, which the Purchaser has agreed will remain in place (collectively, the “Permitted Encumbrances”). Purchase of shares of Richmond Institute of Languages Inc. 13 Xxxxxx Xxxxxx Xxxxx Law Corporation; S.Goszer & X. Xxxxxx
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Status of the Assets. Buyer is aware that interest in the Company is being acquired with the Assets in their current status as of the date of execution hereof, under Exhibit A, and for which, it holds Sellers harmless from any liability for such conditions, except if and to the extent that it is found at any time that the information included therein are not true, correct, accurate and complete on the date to which they refer.
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Status of the Assets. Except as set forth in Section 4.21 of the Seller Disclosure Schedules, the plants, structures, fixtures, machinery, equipment, and other items of tangible personal property owned or leased by the Target Group Companies (the “Business Assets”) are structurally sound, are in good operating condition and repair (ordinary wear and tear excepted), and are adequate for the uses to which they are being put, and none of the Business Assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not, individually or in the aggregate, material in nature or cost. The Business Assets constitute all of the, plants, structures, fixtures, machinery, equipment, and other items of tangible personal property necessary to conduct the business as currently conducted. The Business Assets owned by each Target Group Company are all related to the ownership, development, construction, operation and maintenance of the Project(s) owned by such Target Group Company.
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Status of the Assets a. The Seller IP is valid, subsisting and enforceable, and nothing has been done or not been done as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable. To each Seller’s Knowledge, there is no information, materials, facts or circumstances, including any information or fact that would constitute prior art, that would render any of Registered IP or such other Intellectual Property Rights invalid or unenforceable, or that would adversely affect any pending application for any Registered IP. Neither Seller has misrepresented, or failed to disclose, nor does a Seller have any Knowledge of any misrepresentation or failure to disclose, any fact or circumstances in any application for any Registered IP that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the validity or enforceability of any Registered IP. At the Completion, all Seller IP will be transferred to the Buyer to be held by the Buyer without restriction not otherwise applicable to a Seller prior to the Completion and without payment of any kind to any third party not otherwise payable by a Seller prior to the Completion. In particular: (i) all application and renewal fees and other steps required for the maintenance or protection of such rights have been paid on time or taken; (ii) all confidential information (including know-how and trade secrets) owned or used in connection with the Product has been kept confidential and has not been disclosed to any third party; (iii) no Trademark or Domain Name identical or similar to the word “APAD” has been registered or is being used by any person in the same or a similar business to that of a Seller in any jurisdiction for the purpose of, or are being used in relation to, an acoustic penetration assisted device; and (iv) there are and have been no claims, demands, inquiries, audits, investigations, challenges, disputes, written communications, or proceedings, instituted, settled, or to a Seller’s Knowledge, threatened in relation to the ownership, enforceability, effectiveness or validity or use of such rights, including but not limited to any interference, opposition, reissue or other proceeding. (v) The Seller IP does not in any way overlap or share any Intellectual Property with any Intellectual Property that will be retained or used by a Seller after Completion. b. There has been no infringement, violation, or interference or misappropriation by any thi...
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Related to Status of the Assets

  • The Assets Except for the Permitted Encumbrances, at the Closing the Buyer shall receive good, clear, record and marketable title to the Assets, free and clear of all liens, liabilities, security interests and encumbrances of any nature whatsoever.

  • Purchase and Sale of the Assets Except for the Excluded Assets set forth in Section 2.2 below, at and as of the Effective Time, the Sellers shall Transfer to the Purchaser, and the Purchaser shall purchase and accept from the Sellers, free and clear of all Liens to the maximum extent provided in the Sale Approval Order, all of the Sellers’ right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Accounts Receivable, a recent summary schedule of which is attached hereto as Schedule 2.1(a) (it being understood that such schedule does not reflect Accounts Receivable as of the Closing Date that will be included in the Transferred Assets); (b) the Equipment and Other Personalty whether located at the Transferred Facilities of the Sellers or elsewhere; (c) the Intellectual Property primarily used in the Business, including, without limitation, the patented or registered Intellectual Property set forth on Schedule 2.1(c) and pending patent applications or other applications for the registration of Intellectual Property; (d) all Inventory, a recent summary schedule of which is attached hereto as Schedule 2.1(d) (it being understood that such schedule does not reflect Inventory as of the Closing Date that will be included in the Transferred Assets); (e) all rights of the Sellers under Assigned Contracts; (f) originals or copies of all books, financial and other records and information which has been reduced to written, recorded or encoded form, in each case to the extent related to the Business (collectively, the “Books and Records”); (g) licenses and permits primarily used in the operation of the Business, to the extent transferable; (h) subject to the Purchaser’s right to reject any lease of Real Property in accordance with the terms of this Agreement, owned and leased Real Property primarily used in the operation of the Business, each parcel of which is set forth on Schedule 2.1(h); (i) any warranties of third parties on any Transferred Assets; (j) all prepaid expenses, security deposits and other credits owed to the Sellers from third parties, to the extent primarily related to the Transferred Assets; (k) all rights and incidents under policies, contracts or arrangements related to insurance of any Seller to the extent related to Assumed Liabilities or Transferred Assets and to the extent transferable (it being understood that (i) such policies will be cancelled at Closing and the Sellers will be entitled to any refunds upon such cancellation and (ii) the Sellers’ directors and officers insurance policies will constitute Excluded Assets in all respects); (l) all rights and claims of the Sellers of every kind and description under all non-disclosure, confidentiality, non-competition, non-solicitation, assignment of invention and other agreements of a comparable nature with (i) all present and former employees of the Sellers other than Eligible Employees who are hired by the Purchaser to the extent such agreements relate to the Transferred Assets and (ii) all Eligible Employees who are hired by the Purchaser whether or not such agreements relate to the Transferred Assets; and (m) all other assets primarily related to the Business, other than any Excluded Assets.

  • Status of the Agreement This Agreement shall supersede any rules, regulations, policies, resolutions or practices of the District, which shall be contrary to or inconsistent with its terms.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Status of Parties The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

  • Status of the Parties The parties are independent contractors. Nothing in this Agreement is intended to or shall be construed to constitute or establish any agency, joint venture, partnership or fiduciary relationship between the parties, and neither party has the right or authority to bind the other party nor shall either party be responsible for the acts or omissions of the other.

  • Status of the Company The Members acknowledge that this Agreement creates a partnership for federal income tax purposes. Furthermore, the Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.

  • Representations of the Acquired Funds In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • Status of Seller The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

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