Condition of the Assets Clause Samples
The "Condition of the Assets" clause defines the required state or quality of the assets being transferred or sold under an agreement. Typically, it specifies whether the assets must meet certain standards, be free from defects, or be delivered in a particular condition at the time of transfer. For example, it may require that equipment is in good working order or that inventory is saleable. This clause ensures that the buyer receives assets as expected and protects against disputes over asset quality, thereby allocating risk and clarifying obligations between the parties.
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Condition of the Assets. Buyer has conducted all due diligence that Buyer deems necessary or desirable with respect to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities, this Agreement and the transactions contemplated hereby in order for it to enter into this Agreement and consummate the transactions contemplated hereby. Except for the limited representations of Seller specifically set forth in Section 3 hereof, Buyer will rely solely upon such due diligence in acquiring the Assets and in assuming the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes and will make no representation or warranty concerning environmental conditions heretofore, now or hereafter existing on properties adjoining or proximate to the Total Assets. Notwithstanding anything in this Agreement, it is expressly understood and agreed that Buyer is acquiring the Assets "AS IS", "WHERE IS" and "WITH ALL FAULTS", and that Seller has not made and does not and will not make any representations or warranties, express or implied, including any with respect to the quality, physical condition, expenses, legal status, zoning, value, utility or development or operating potential of the Total Assets, or the absence of any Hazardous Substances on, in, under or near the Total Assets, or any other matter or thing affecting or relating to the Total Assets, the Assumed Liabilities, the Other Assumed Liabilities or this Agreement (including, without limitation, warranties of merchantability and/or of fitness for a particular purpose) which might be pertinent in considering whether to purchase the Assets, assume the Assumed Liabilities or to make and enter into this Agreement, except, in each case, to the extent of the limited representations set forth in Section 3 hereof. Seller is not liable or bound in any manner by any warranties, either expressed or implied, guaranties, or any promises, statements, representations or information pertaining to the Total Assets or to the value thereof made or furnished by any broker or any real estate agent, employee, servant or other Person representing or purporting to represent Seller. As of the Agreement Date, Buyer is not aware of any events, facts or circumstances which, individually or in the aggregate, have or would have a Material Adverse Effect.
Condition of the Assets. To Seller’s Knowledge, (i) the Oil and Gas Properties include all of the material assets (real, personal (tangible and intangible) or other) employed by Seller in its current ownership and operation of the Assets; (ii) all such material assets are, taken as a whole, reasonably sufficient in all material respects for the ownership and the operation of such Oil and Gas Properties, normal wear and tear excepted; (iii) all such material assets are in a state of repair adequate in all material respects for normal operations in accordance with standard industry practice in the areas in which they are operated, normal wear and tear excepted; and (iv) subject to normal wear and tear, all such material assets are adequate in all material respects to comply with the requirements of all Material Contracts.
Condition of the Assets. BUYER ACKNOWLEDGES AND AGREES THAT, SUBJECT TO (i) BUYER’S RIGHTS UPON A BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED IN SECTION 5.1, (ii) THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT AND (iii) THE CASE OF FRAUD, BUYER SHALL ACQUIRE THE ASSETS IN AN “AS IS, WHERE IS” CONDITION AND SHALL ASSUME ALL RISKS THAT THE ASSETS MAY CONTAIN WASTE MATERIALS (WHETHER TOXIC, HAZARDOUS, EXTREMELY HAZARDOUS OR OTHERWISE) OR OTHER ADVERSE PHYSICAL CONDITIONS, INCLUDING THE PRESENCE OF UNKNOWN ABANDONED W▇▇▇▇, PUMPS, PITS, PIPELINES OR OTHER WASTE OR SPILL SITES WHICH MAY NOT HAVE BEEN REVEALED BY BUYER’S ENVIRONMENTAL ASSESSMENT. UPON THE OCCURRENCE OF CLOSING, BUT SUBJECT TO (i) BUYER’S RIGHTS UPON A BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED IN SECTION 5.1, (ii) THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT, AND (iii) IN THE CASE OF FRAUD, IF APPLICABLE, ALL RESPONSIBILITY AND LIABILITY RELATED TO SUCH CONDITIONS, WHETHER KNOWN OR UNKNOWN, FIXED OR CONTINGENT, SHALL BE TRANSFERRED FROM SELLER TO BUYER WITHOUT RECOURSE AGAINST SELLER. WITHOUT LIMITING THE FOREGOING BUT SUBJECT TO (i) BUYER’S RIGHTS UPON A BREACH BY SELLER OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED IN ARTICLE V, (ii) THE SPECIAL WARRANTY OF TITLE CONTAINED IN THE ASSIGNMENT, AND (iii) IN THE CASE OF FRAUD, IF APPLICABLE, EFFECTIVE AS OF CLOSING, BUYER WAIVES ITS RIGHT TO RECOVER FROM SELLER AND FOREVER RELEASES AND DISCHARGES THE SELLER GROUP FROM ANY AND ALL LOSSES, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE OR MAY HAVE ARISEN PRIOR TO, ON OR AFTER THE CLOSING DATE ON ACCOUNT OF OR IN ANY WAY CONNECTED WITH THE ENVIRONMENTAL OR OTHER PHYSICAL CONDITION OF THE ASSETS OR ANY VIOLATION BY SELLER, BUYER OR ANY OTHER PARTY OF ANY APPLICABLE LEASE, CONTRACT OR OTHER INSTRUMENT (BUT ONLY TO THE EXTENT SUCH RELATES TO THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY) OR OF ANY APPLICABLE EXISTING OR FUTURE LAW REGULATION, ORDER OR OTHER DIRECTIVE OF ANY GOVERNMENTAL AUTHORITY, HAVING JURISDICTION APPLICABLE THERETO, INCLUDING WITHOUT LIMITATION, ALL LAWS, REGULATIONS, ORDERS OR OTHER DIRECTIVES APPLICABLE TO THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE PROPERTY. BUYER IS AWARE THAT THE ASSETS HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT AND PRODUCTION OF OIL AND GAS AND THAT THERE MAY BE PETROLEUM, PRODUCED WATER, WASTES OR OTHER MATERIALS LOCATED ON OR UNDER THE LANDS COVER...
Condition of the Assets. Except as would not have an ADCS Material Adverse Effect, the tangible assets of the ADCS Group and each ADCS Group Subsidiary, including real, personal and mixed, material to the operation of its business are in good condition and repair, ordinary wear and tear excepted, and suitable for the uses intended. The assets of the ADCS Group and each ADCS Group Subsidiary are operated in conformity in all material respects with all applicable laws, ordinances, regulations, orders, Permits and other requirements relating thereto adopted or currently in effect. Schedule 3.8 sets forth a list of each asset (other than intangible assets listed on Schedule 3.26 and other than as set forth on Schedule 3.20) having a book value in excess of $50,000, indicating whether each such asset is owned or leased by the ADCS Group or any ADCS Group Subsidiary, and setting forth where each such asset is located. Since the Balance Sheet Date (as hereinafter defined), neither the ADCS Group nor any ADCS Group Subsidiary has, except in the ordinary course of business, acquired or sold or otherwise disposed of any of its assets. Schedule 3.8 also includes a list of each lease under which the ADCS Group or any ADCS Group Subsidiary leases an asset (other than leased real property) having replacement cost of $50,000 or more. The leases and other agreements or instruments under which the ADCS Group or any ADCS Group Subsidiary holds, leases, subleases or is entitled to the use of any of the assets having a replacement cost of $50,000 or more are in full force and effect, and all rentals, royalties or other payments payable thereunder have been duly paid or provided for by adequate reserves. No default or event of default by the ADCS Group or any ADCS Group Subsidiary exists, and no event which, with notice or lapse of time or both, would constitute a default by the ADCS Group or any ADCS Group Subsidiary, has occurred and is continuing, under terms or provisions, express or implied, of any lease, agreement or other instrument or under the terms or provisions of any agreement to which any of its assets is subject which leases, agreements or other instruments individually or in the aggregate involve assets having a book value of $50,000 or more, nor has the ADCS Group or any ADCS Group Subsidiary received notice of any claim of such default.
Condition of the Assets. Buyer specifically assumes the risk of the condition of the Assets and shall inspect the Assets prior to Closing, or hereby expressly waives such right, if not exercised. Buyer stipulates that any such inspection, if made, shall cover but not be limited to the physical and environmental condition, both surface and subsurface, of the Assets. It is expressly recognized by Buyer that the lands, along with the facilities and equipment located thereon, having been used in connection with oil, gas and water production, treatment, storage and disposal activities, and may contain NORM, asbestos and other hazardous substances as a result of these operations. The generation, formation, or presence of NORM, asbestos or other hazardous substances in or on the Assets shall be the sole responsibility of Buyer, and Buyer and all future assignees and successors of Buyer shall defend, indemnify and hold Seller Parties harmless from and against any and all Claims in any way arising from, out of or in connection with, or otherwise relating to, the presence of NORM, asbestos or other hazardous substances, without regard to whether such NORM, asbestos or other hazardous substance was in place before or after the Effective Time, and REGARDLESS OF THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, REGULATORY LIABILITY, STATUTORY LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTY.
Condition of the Assets. At the time of Closing, the Assets shall be in good and marketable condition, suitable for the uses for which they were intended and, reasonable wear and tear excepted, shall be free of any material defect.
Condition of the Assets. In consummating the purchase of the Assets contemplated hereunder, Buyers acknowledge that they will become the owners of the Assets, and that BUYERS ACCEPT SUCH ASSETS IN THEIR AS-IS, WHERE-IS, CONDITION, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, REPRESENTATION OR WARRANTY AS TO TITLE, CONDITION (INCLUDING
Condition of the Assets. All tangible Assets are in reasonable operating condition and repair, ordinary wear and tear excepted, are reasonably suitable for the uses and purposes for which they are being used, and are in compliance with all Applicable Laws, except where failure of such compliance would not have a material adverse effect on the Assets, and Seller has no knowledge and has received no notice that it or the present use of the Assets is in violation in any material respect of any Applicable Laws. Notwithstanding the foregoing, the Equipment is being sold on an "as is - where is" basis, and Seller is making no representations with respect to the condition of the Equipment forming part of the Assets.
Condition of the Assets. Schedule A is a list of the Equipment owned by Digital and HPB. The Assets (including the Equipment) are in all material respects in good condition and working order (reasonable wear and tear excepted) and are sufficient for all operations presently conducted by Digital and HPB. No material modification, repairs, maintenance or remodelling are needed with respect to the applicable laws, and no notice of any violation of any law, statute, ordinance or regulation relating to any the Assets has been received by either Vendor, Digital or HPB.
Condition of the Assets. There shall have been no material adverse change in the condition of the Assets or the Business prior to the Closing Date.