Campus Distribution Centers Transfer Plan Sample Clauses

Campus Distribution Centers Transfer Plan. (i) Prior to the Closing, Parent shall, and shall cause its Subsidiaries to, convey fee title to the Reynoldsburg Campus to the Subsidiary of VS Holdco set forth on Section 5.25(c) of the Parent Disclosure Schedule. Between the date hereof and the Closing, the parties hereto shall each use commercially reasonable efforts to negotiate in good faith the terms and conditions of the DC2 Lease, the DC7 Lease and the Shipping Building Sublease (collectively, the “Leases”); provided that the Closing shall not be conditioned upon or delayed pending the entry into any Lease (and the failure to do so shall not constitute the failure in and of itself of any condition to be satisfied on the Closing Date), and the parties hereto agree that the DC7 Lease Term Sheet, the DC2 Lease Term Sheet and the Shipping Building Sublease Term Sheet contain all material terms necessary to the transactions contemplated by each such term sheet and each such term sheet shall be binding on the applicable parties from and after the Closing, in each case, unless and until the applicable Lease has been executed and delivered in accordance with this Agreement. The parties hereto shall continue to use reasonable best efforts to execute and deliver the definitive Leases, as applicable, to the extent not executed at or prior to the Closing.
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