Status of the Assets Sample Clauses

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. 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.
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.
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.
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:
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.
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:
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Related to Status of the Assets

  • The Assets As used herein, the term “Assets” refers to all of Seller’s right, title and interest in and to the following, excluding however the Excluded Assets (as defined below):

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

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

  • 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.

  • REPRESENTATIONS OF THE ACQUIRED FUND The Trust, on behalf of the Acquired Fund, represents and warrants to the Acquiring Fund, as follows:

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, deliver and transfer to the Buyer, all of the Assets and the Buyer shall buy and take possession of, all of the Sellers' right, title and interest in and to the Assets.

  • Representations of the Acquiring Funds (a) 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • Representations of the Acquiring Fund The Acquiring Fund represents and warrants to the Selling Fund as follows:

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

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