Examples of Purchased Properties in a sentence
Assignee acknowledges that it has relied solely on its own independent investigation of the Purchased Properties, both surface and subsurface, in making its decision to acquire the Purchased Properties; and, that Assignor has made no representations or warranties as to the accuracy or completeness of any information which may have been provided Assignee by Assignor.
The total purchase price for the Purchased Properties is approximately $2.2 billion, which includes $185 million of assumed debt related to The Cromwell and planned capital expenditures of $223 million, resulting in cash consideration of approximately $1.8 billion.
Separate state and federal assignments of the Purchased Properties will be prepared by Assignor into Assignee using the approved forms of the appropriate governmental agency.
In the event of such termination, all monies, proceeds, receipts, credits, and income, and all costs, payables, debits and expenses, accruing to the Purchased Properties for the period from the Effective Date to the date of termination, shall be the sole property and entitlement, and the sole responsibility, of Sellers and, to the extent received or paid by Buyer, Buyer shall fully disclose, account for, and promptly transmit to Sellers, or Sellers shall promptly transmit to Buyer, as the case may be.
As soon as practicable after the Closing, the Purchasers shall provide to the Sellers for the Sellers’ review and approval (which approval shall not be unreasonably delayed, conditioned or withheld) a proposed allocation of the Purchase Price among the Purchased Properties for all purposes (including financial accounting and Tax purposes); provided that such allocations are consistent with Law (including financial reporting and Tax Law).
Assignee accepts all personal property and fixtures associated with the Purchased Properties "AS IS" and "WHERE IS" and Assignor hereby expressly disclaims, negates, and makes this Assignment with NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATURE, OR OTHERWISE, RELATING TO THE PURCHASED PROPERTIES AS TO DESCRIPTION, QUANTITY, QUALITY, CONDITION, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO MODELS, OR SAMPLES OF MATERIALS, OR MERCHANTABILITY, OR OTHERWISE.
There shall not be any Law prohibiting the Sellers from selling or the Purchasers from owning, operating or controlling the Purchased Properties, or that makes this Agreement or the consummation of any of the Transaction Documents illegal.
As promptly after the date of this Agreement as practical, Sumitomo or its Representatives shall provide written notice to Apex setting forth the SC Designated Purchasers and the Purchased Properties each such SC Designated Purchaser will be acquiring.
In the event of the termination of this Agreement by Buyer pursuant to this Section 1.4(b), none of the Parties shall have any liability hereunder of any nature whatsoever to the other Parties, including any liability for damages; provided, however, that Sellers shall indemnify Buyer for any claims or liability relating to the Purchased Properties regardless of when the events giving rise to such claims or liability occurred.
There shall not be in effect any Legal Proceeding preventing the consummation of the Transactions, seeking any Losses as a result of the Transactions, or otherwise affecting the right or ability of the Purchasers to own, operate or control the Purchased Properties, nor shall any Legal Proceeding be pending that seeks any of the foregoing.