Status and Condition Clause Samples

The "Status and Condition" clause defines the current state and quality of goods, property, or services being provided under a contract. It typically specifies whether items are sold "as is," subject to inspection, or must meet certain standards or representations at the time of delivery. For example, in a real estate contract, this clause might clarify if a property is being sold in its present condition or if repairs are required before closing. Its core function is to set clear expectations between parties regarding the condition of what is being exchanged, thereby reducing disputes and allocating responsibility for defects or deficiencies.
Status and Condition. As of the date hereof and immediately after giving effect to each Advance, the fair value of the assets of the Borrowers is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the financial statements of the Borrowers in accordance with GAAP) of the Borrowers, each Borrower is and will be solvent, is and will be able to pay its debts as they mature and does not and will not have an unreasonably small capital to engage in the business in which it is engaged and propose to engage. No Borrower intends to incur, or believe that it has incurred, debt beyond its ability to pay such debts as they mature. No Borrower is contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of any Borrower or any of its assets. No Borrower is transferring any Collateral with any intent to hinder, delay or defraud any of its creditors.
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Status and Condition. Borrower is solvent, in stable financial condition and is able to and does pay its liabilities as they mature. Except as otherwise disclosed on Exhibit 10(j) attached hereto, Borrower is not a party to any labor dispute or any collective bargaining contract.
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Status and Condition. Borrower is solvent, in stable financial condition and is able to and does pay its liabilities as they mature. Borrower is not a party to any collective bargaining contract.
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Status and Condition. All Inventory: (a) is to be supplied in the ordinary course of the Borrower’s and the Security Obligors business and is and will be fit for such purpose; (b) will be kept by the Borrower and each Security Obligor, at its own expense, in good and marketable condition (save for damaged items as notified to the Lender and save for the fact that the Borrower will not be in breach of this undertaking unless such breach relates to a material quantity of the inventory); and (c) in relation to finished goods, is not obsolete and will be held for sale.
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Status and Condition. As of the date hereof and immediately after giving effect to each Loan, the fair value of the assets of Borrower is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the financial statements of Borrower in accordance with GAAP) of the Borrower, Borrower is and will be solvent, is and will be able to pay its debts as they mature and does not and will not have an unreasonably small capital to engage in the business in which it is engaged and propose to engage. Borrower does not intend to incur, nor believe that it has incurred, debt beyond its ability to pay such debts as they mature. Borrower is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Borrower or any of its assets. Borrower is not transferring any Collateral with any intent to hinder, delay or defraud any of its creditors.
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Status and Condition. Borrower is solvent, in stable financial condition with a positive net worth and is able to and does pay its liabilities as they mature. This transaction will not leave Borrower with remaining assets which are unreasonably small compared to its ongoing operations. Borrower is in compliance with Section 13.6. Borrower has capital sufficient to carry on its business and transactions as now carried on and as planned for the future, including but not limited to the transactions contemplated by this Agreement. No action, investigation, audit, claim or proceeding is now pending or threatened against Borrower before any court, board, commission, agency or instrumentality of any Federal, state or local government or of any agency or any subdivision thereof, or before any arbitrator or panel of arbitrators, nor to the knowledge of Borrower, does a state of facts exist which might give rise to such proceedings, with respect to any matter which if adversely determined could affect the Collateral, impair the ability of Borrower to perform its obligations in the Loan Documents, Lender's rights under the Loan Documents, or materially and adversely affect the financial condition or business of Borrower. Borrower is not a party to any labor dispute or any labor contract. Borrower is not, and has not received any notice alleging that it is, in violation of any statute, regulation, rule or ordinance of any governmental entity, including, without limitation, the United States of America, any state, city, town, municipality, county or of any other jurisdiction, or of any agency thereof. Borrower is not in default with respect to any indenture, loan agreement, mortgage, lease, deed or other similar agreement relating to the borrowing of monies, or any contract or other instrument relating to the transactions contemplated by this Agreement or which is material to its business, prospects, operations or financial condition.
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Status and Condition. The status and condition of the Property shall not have changed in a manner which materially adversely affects Transferee’s intended use of the Property, in Transferee’s sole and absolute discretion.
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Related to Status and Condition

  • Restrictions and Conditions (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

  • Title and Condition (a) Each Leased Property is demised and let subject to (i) the Permitted Encumbrances related to such Leased Property, (ii) all Legal Requirements and Insurance Requirements, including any existing violation of any thereof, and (iii) the condition of such Leased Property as of the commencement of the Term, without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof which for any reason may have expired. (b) LANDLORD WILL NOT MAKE ANY INSPECTION OF ANY LEASED PROPERTY, AND LANDLORD LEASES AND WILL LEASE, AND TENANT TAKES AND WILL TAKE, EACH LEASED PROPERTY “AS IS”, AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. Tenant acknowledges that each Leased Property is of its selection and to its specifications, and that each Leased Property has been inspected by Tenant and is satisfactory to it. In the event of any defect or deficiency in any Leased Property of any nature, whether patent or latent, Landlord shall not have any responsibility or liability with respect thereto or for any special, incidental or consequential damages (including strict liability in tort). The provisions of this Paragraph 3(b) have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, express or implied, with respect to any Leased Property, arising pursuant to the Uniform Commercial Code or any other law now or hereafter in effect or otherwise. (c) Tenant acknowledges and agrees that Tenant has examined the title to each Leased Property prior to the execution and delivery of the Lease Supplement therefor and has found such title to be satisfactory for the purposes contemplated by this Lease. (d) Landlord hereby assigns, without recourse or warranty whatsoever, to Tenant, all Guaranties with respect to each Leased Property. Such assignment shall remain in effect until the termination of this Lease with respect to the related Leased Property. Landlord shall also retain the right to enforce any Guaranties assigned in the name of Tenant during the continuance of an Event of Default. Landlord hereby agrees to execute and deliver, at Tenant’s expense, such further documents, including powers of attorney, as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 3(d). Upon the termination of this Lease with respect to any Leased Property, the Guaranties related to such Leased Property shall automatically revert to Landlord, without recourse or warranty. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment, Tenant shall execute and deliver promptly any certificate or other instrument which Landlord may request. Any monies collected by Tenant under any of the Guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord. (e) Landlord agrees to enter into, at Tenant’s expense, such Easements as reasonably requested by Tenant, subject to Landlord’s approval of the form thereof, not to be unreasonably withheld; provided, however, that no such Easement shall result in any material diminution in the value or utility of the related Leased Property for use as an office building, branch banking facility or for any other lawful purpose and, further provided, that no such Easement shall render the use of the related Leased Property dependent upon any other property or condition, each of which Tenant shall certify to Landlord and Lenders in writing delivered with Tenant’s request with respect to such Easement. Tenant’s request shall also include Tenant’s written undertaking acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or guarantor and Lease Guarantor’s written undertaking acknowledging that Lease Guarantor shall remain liable under the Lease Guaranty, in each case notwithstanding the establishment of any Easement.

  • TERMS AND CONDITIONS eZ2Bid The Terms and Conditions specified to all user of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (ESZAM AUCTIONEER SDN BHD website) 1.1 The online Term and Conditions shall apply to every electronic public auction sales made via ESZAM AUCTIONEER SDN BHD website. 1.2 The online Term and Conditions specified herein shall be read together with the Conditions of Sale as attached to the Proclamation of Sale.

  • Agreements and Conditions On or before the Closing Date, Seller shall have complied with and duly performed and satisfied in all material respects all agreements and conditions on its part to be complied with and performed by such date pursuant to this Agreement.

  • Covenants and Conditions Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condition.