Purchased Properties definition
Examples of Purchased Properties in a sentence
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.
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.
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.
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.
Assignee hereby acknowledges that it has made an environmental assessment of the Purchased Properties, or has been afforded the opportunity to do so, and satisfied itself as to the physical and environmental condition of the Purchased Properties, both surface and subsurface.
The Purchased Properties and their existing and prior uses comply with, and at all material times have complied with, and the Seller is not in violation of or has not violated in connection with the ownership, use, maintenance or operation of the Purchased Properties, any applicable Laws.
Sellers' interest in the Joint Venture (as defined in Section 3.2) and any related agreements listed in Schedule 1.1(e) (the "JOINT VENTURE AGREEMENTS"); provided, however, that this asset shall be excluded from the Purchased Properties if the Joint Venture Agreements have not been modified in a manner reasonably satisfactory to Buyers and Sellers as provided in Section 3.2, and in all cases the assets transferred shall be exclusive of the Termination Penalty.
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.
The Purchased Properties Purchase Price shall be allocated among such Sellers as set forth on Exhibit B hereto.