Assumed Facilities definition
Examples of Assumed Facilities in a sentence
NEW OPERATORS will indemnify, defend and hold OWNERS harmless against any and all Losses incurred by, imposed upon or asserted against OWNERS, its Affiliates or Representatives as a result of, relating to or arising out of any obligations under the Assumed Facilities Contracts relating to the period from and after the Closing Date.
Effective as of the Closing Date, OWNERS shall, to the 10370946.3 11 extent assignable without third party consent and to the extent third party consents have been obtained, if required, assign, and the NEW OPERATORS shall assume and agree to be bound by all of the terms and conditions of only the Assumed Facilities Contracts.
None of the Assumed Facilities nor the Assumed Owned Real Property is currently, and, to the Debtors' knowledge, none of the Assumed Facilities nor the Assumed Owned Real Property has been, used as a treatment, storage or disposal facility for Hazardous Waste, as such term is defined in the Resource Conservation and Recovery Act, as amended, 42 U.S.C. ss.
Attached hereto as Schedule 5.21 is a description of all Assumed Owned Real Property and the Assumed Facilities.
There has not been a Release to the Environment of any Hazardous Substance at, upon, in, from or under (i) any of the Assumed Owned Real Property, Assumed Facilities or other properties upon which any of the Debtor's assets are or were located at any time during the Debtors' ownership thereof or (ii) at any location to or from which a Debtor has transported or arranged for the transportation of Hazardous Substances from an Assumed Facility or the Assumed Owned Real Property.
Except as set forth in Schedule 5.21, the Assumed Owned Real Property and the Assumed Facilities constitute all of the real property used by any of the Debtors in connection with the Acquired Assets or the Acquired Product Lines.
The Assumed Facilities shall be in a reasonably clean condition typical for an RV dealership.
In accordance with Section 2.1, the parties hereto acknowledge and agree that the closing of the transactions contemplated by this Agreement may occur in multiple segregated closings applicable to each of the Assumed Facilities and the Purchased Assets located therein, and the Funds Flow Memorandum or Funds Flow Memoranda, as the case may be, shall be developed and applied to the Closing of the applicable Assumed Facilities and the applicable Purchased Assets, as the case may be.
Buyer shall have received all applicable governmental licenses, permits and approvals for the operation of a recreational vehicle dealership at the Assumed Facilities.
Buyer shall contact Sellers and their applicable representatives to coordinate B▇▇▇▇’s inspections of the Assumed Facilities.