Acquired Facilities. All warehouses, stores, plants, production facilities, manufacturing facilities, processing facilities, fixtures, and improvements owned or leased by the Seller or otherwise used by the Seller in connection with the operation of its business or leased or subleased by the Seller to others, but only to the extent that the same consist of Acquired Assets.
Acquired Facilities. All warehouses, stores, plants, production facilities, manufacturing facilities, processing facilities, fixtures, and improvements owned or leased by EHGI or otherwise used in connection with the operation of the Acquired Business or leased or subleased to others, but only to the extent that the same consist of Acquired Assets.
Acquired Facilities. The following expenses of the Acquired ------------------- Facilities, which shall be reflected in a closing statement (the "Closing Statement") shall be apportioned between Seller and Buyer at the Closing in accordance with the following:
(a) Seller shall pay the full amount of any real estate Taxes, bonds, assessments or other governmental levies against the Acquired Facilities, which are not Permitted Liens, on or before the Closing Date.
(b) Except as expressly provided to the contrary in this Agreement, rent, insurance premiums, amounts payable under the Transferred Contracts, operating expenses, utility consumption fees and any other recurring occupancy charges applicable to the Acquired Facilities under the Transferred Contracts shall be prorated as of the Closing Date. In this regard, Seller shall cause all the utility meters to be read on the Closing Date, and will be responsible for the cost of all utilities used prior to the Closing Date.
(c) Except as herein expressly provided to the contrary, Seller shall pay for all costs customarily associated with the conveyance of the Acquired Facilities to Buyer in accordance with this Agreement (including, without limitation, all Transfer Taxes, recording or registration fees and the like customarily paid by sellers of real property in the jurisdiction in which the Acquired Facilities are located); provided, however, that the cost of any title -------- ------- insurance policy and title opinions shall be paid by Buyer.
(d) Real estate escrow fees and all other customary real estate conveyancing expenses associated with the conveyance of the Acquired Facilities shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by Seller.
(e) If any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then they shall be estimated at the Closing Date and adjusted to the actual allocation as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent adjustment shall promptly pay said sum to the other party, together with interest thereon at the rate of fifteen percent (15%) per annum from the Closing Date to the date of payment if payment is not made within ten (10) days after delivery of a xxxx therefor.
Acquired Facilities. All offices, fixtures, and improvements owned or leased by Eltrax Belgium or otherwise used in connection with the operation of the Acquired Business or leased or subleased to others, but only to the extent that the same consist of Acquired Assets.
Acquired Facilities. If DAVITA acquires any dialysis facility or facilities during the Term which has a pre-existing agreement with ROCKWELL for the purchase of any Products ("Acquired Facility"), ROCKWELL agrees that DAVITA may determine, in its sole and absolute discretion at any time, and regardless of any provision contained within such pre-existing agreement (including, without limitation, provisions regarding assignment or termination) , whether to do any one of the following: (a) include purchases of Products by the Acquired Facility(ies) within this Agreement; or (b) continue purchases of Products by the Acquired Facility(ies) within the terms of such pre-existing agreements.
Acquired Facilities. All warehouses, stores, plants, production facilities, manufacturing facilities, processing facilities, fixtures, and improvements owned or leased by EAG or otherwise used in connection with the operation of the Acquired Business or leased or subleased to others, but only to the extent that the same consist of Acquired Assets.
Acquired Facilities. McKesson agrees that it will solely use the [ ] distribution centers for Products supplied under this Agreement and shall not use any warehouse facilities by any other supplier that is acquired of McKesson after the Effective Date for Products supplied under this Agreement until such warehouse facilities are fully integrated into McKesson's warehouse distribution and reporting systems.
Acquired Facilities. If DAVITA acquires any dialysis facility or facilities during the Term which has a pre-existing agreement with ROCKWELL for the purchase of any Products ("Acquired Facility"), ROCKWELL agrees that DAVITA may determine, [* *]
Acquired Facilities. The Acquired Facilities are (as to physical plant and structure) structurally sound and none of the Acquired Facilities, nor any of the vehicles or other equipment used by the Acquired Business in connection with its business, has any material defects and all of them are in all material respects in good operating condition and repair and are adequate for the uses to which they are being put; none of such Acquired Facilities, vehicles or other equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. The Seller is not in breach, violation or default of any lease affecting the Acquired Business or the Acquired Assets with respect to, or as a result of, which the other party (whether lessor, lessee, sublessor, or sublessee) thereto has the right to terminate such lease, and the Seller has not received notice of any claim or assertion that it is or may be in any such breach, violation or default.
Acquired Facilities. All warehouses, stores, plants, production facilities, manufacturing facilities, fixtures, and improvements owned or leased by ESPL or otherwise used in connection with the operation of the Acquired Business or leased or subleased to others, but only to the extent that the same consist of the Acquired Assets.
