Examples of Diablo Assets in a sentence
Section 3.6 of the Diablo Disclosure Schedule sets forth a true, accurate and complete list and description of each Private Authorization which individually is material to the Diablo Assets or the Diablo Business.
The Governmental Authorizations listed in Section 3.7(a) of the Diablo Disclosure Schedule are valid and in good standing, are in full force and effect and are not impaired in any material respect by any act or omission of Diablo or its officers, directors, employees or agents, and the ownership or operation of the Diablo Assets or the conduct of the Diablo Business are in accordance in all material respects with the Governmental Authorizations.
For purposes of this Agreement, the term "Diablo Assets" shall mean all of the Assets of Diablo, other than the Excluded Assets.
To Diablo's knowledge, except as otherwise set forth in Section 3.7(a) of the Diablo Disclosure Schedule, Diablo has obtained all Governmental Authorizations which are necessary for the ownership or operation of the Diablo Assets or the conduct of the Diablo Business as now conducted and which, if not obtained and maintained, would, individually or in the aggregate, have any material adverse effect on Diablo.
Diablo maintains, with respect to the Diablo Assets and the Diablo Business, policies of fire and extended coverage and casualty, liability and other forms of insurance in such amounts and against such risks and losses as are set forth in Section 3.10 of the Diablo Disclosure Schedule.
Subject to the terms and conditions set forth in this Agreement, Diablo hereby agrees to sell, assign, transfer and deliver to ATS at the Closing, and ATS agrees to purchase at the Closing, the Diablo Assets and the Diablo Business, free and clear of any Liens of any nature whatsoever except for Permitted Liens.
Section 3.8 of the Diablo Disclosure Schedule sets forth a true, accurate and complete description of all Intangible Assets (other than Governmental Authorizations and Private Authorizations) relating to the ownership and operation of the Diablo Assets or the conduct of the Diablo Business held or used by Diablo, including without limitation the nature of Diablo's interest in each and the extent to which the same have been duly registered in the offices as indicated therein.
As promptly as practicable after the execution of this Agreement, Diablo shall, at its sole cost and expense, deliver or cause to be delivered to ATS a standard preliminary title report dated on or after the date of this Agreement issued by such title company as Diablo and ATS shall mutually reasonably agree (the "Title Company") with respect to those Diablo Assets comprised of the parcels of real property described in Section 5.7 of the Diablo Disclosure Schedule (the "Insured Real Property").
Listed on Section 3.16 of the Diablo Disclosure Schedule are all Material Agreements relating to the ownership or operation of the Diablo Assets or the conduct of the business of the Diablo Business or to which Diablo is a party or to which it is bound or which any of the Diablo Assets is subject.
To Diablo's knowledge, and as set forth in Section 3.6 of the Diablo Disclosure Schedule, Diablo has obtained all Private Authorizations which are necessary for the ownership or operation of the Diablo Assets or the conduct of the Diablo Business which, if not obtained and maintained, could, individually or in the aggregate, materially adversely affect Diablo.