Common use of Asset Condition Clause in Contracts

Asset Condition. The Shareholders and Guarantors, jointly and severally, represent, warrant and covenant that, as of the Closing Date, all physical Assets of the Company and the Subsidiary are free of defects except to the extent that such failure will not likely have a material adverse effect on the assets, liabilities, financial condition or prospects of the Company or the Subsidiary, and in good working order, condition and repair, except for ordinary wear and tear, and conform in all material respects with all applicable Governmental Requirements (as defined in Section 9.4).

Asset Condition. The Shareholders and GuarantorsShareholders, jointly and severally, represent, warrant and covenant that, as of the Closing Date, all physical Assets of the Company and the Subsidiary are free of defects except to the extent that such failure will not likely have a material adverse effect on the assets, liabilities, financial condition or prospects of the Company or the SubsidiaryCompany, and in good working order, condition and repair, except for ordinary wear and tear, and conform in all material respects with all applicable Governmental Requirements (as defined in Section 9.4).