Delivery of Tangible Assets. Promptly after the Closing Date, Seller shall make the tangible Assets available to Buyer at Seller's facilities at Xxxxx 000, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx and shall cooperate with Buyer's personnel in arranging for the orderly assembly, packing and shipment which shall be at Buyer's expense of all tangible Assets to such locations as Buyer shall specify; provided, however, that (a) machinery, equipment and tooling, if any, in the possession of third parties for production purposes shall be left in their possession and Seller and Buyer shall jointly notify and confirm to such third parties that Buyer has purchased such assets from Seller;
Delivery of Tangible Assets. On Completion, the Vendor must deliver (if it has not already done so) any tangible assets of the Business Assets to the Purchaser by leaving them at the Mine.
Delivery of Tangible Assets. No later than 7 days before the Closing Date, ARP shall deliver the Tangible Assets to GAMMACAN, and in particular shall either deliver to GAMMACAN or destroy each Embodiment according to GAMMACAN's instructions.
Delivery of Tangible Assets. On the Closing Date the Sellers shall grant possession to Pinnacle Germany by way of delivery at the relevant Sellers' premises or such other locations at which Sellers' hold the Tangible Assets ("ex works"). For the avoidance of doubt the Sellers shall not be required to deliver the Tangible Assets to the offices of Pinnacle Germany, such delivery, if any, being the responsibility of Pinnacle Germany. To the extent that any Tangible Assets are in direct possession of a third party, the Sellers hereby assign to Pinnacle Germany, effective as of the Closing Date, all of their rights and claims against such third party for the delivery of such Tangible Assets (Abtretung des Herausgabeanspruchs), and Pinnacle Germany hereby accepts such assignment. At the request of Pinnacle Germany, the Sellers shall notify the third party of the assignment. To the extent that on the Closing Date Pinnacle does not gain possession of individual Tangible Assets because their delivery is not possible or expedient for factual reasons, the granting of possession shall be substituted by the agreement that these tangible assets shall, on the costs and at the risk of the Purchasers, be held by the Sellers for the benefit of the Purchasers as from the Closing Date (Besitzkonstitut).
Delivery of Tangible Assets. Prior to the Closing, Seller shall sort the core Inventory in baskets and bins, which containers shall be labeled by Tomco part number. Finished goods and component parts will be segregated by part number on warehouse shelves. Extra and loose parts under the assembly tables will be unsorted and unidentified. On the Closing Date and for a period of thirty (30) days thereafter, Seller shall provide Buyer with full access to the Facility to permit Buyer to remove the Inventory, at its sole cost and expense, and to remove or copy the Transferred Records. In addition, Seller shall deliver to Buyer all bills of lading, warehouseman’s receipts and other instruments or documents representing rights to Inventory in the possession of third parties and shall otherwise cause the warehousemen at the Distribution Warehouses to permit Buyer to remove the Inventory located at such Distribution Warehouses. In the event that Seller fails to properly sort and label the Inventory in material deviation from the ordinary course of business, the period during which Buyer shall be given access to the Facility shall be extended by such additional time as is reasonable for Buyer to sort and label the Inventory and arrange for transportation of the same and Seller shall reimburse Buyer for its incremental expenses in sorting and labeling the Inventory. Otherwise, Seller will provide access to the Facility beyond the specified period (as extended) at Buyer’s cost, and Buyer shall reimburse Seller for its out-of-pocket expenses (including current rent, utilities, security and insurance) incurred in providing access beyond the initial period required by this Section 5.4. If Buyer expects to require Seller to provide access to the Facility beyond the initial thirty days following Closing, Buyer shall use reasonable efforts to provide written notice to Seller at least ten days prior to the scheduled Closing Date specifying the additional period of access it in good faith expects to require.
Delivery of Tangible Assets. The Seller must deliver the Tangible Assets to the Buyer on the Settlement Date.
Delivery of Tangible Assets. Exxxxxx shall make commercially reasonable efforts to deliver to Sangamo, in accordance with Schedule 6.1, all tangible Assets and any tangible manifestations of intangible Assets which are indicated as being deliverable prior to the Closing Date, as promptly as possible and prior to December 22, 2006. Exxxxxx will deliver all documents in electronic form where available and practical. All costs associated with delivery of the Assets shall be solely at Exxxxxx’ expense and, unless otherwise specified in this Agreement, shall be delivered in a commercially reasonable manner mutually agreed by the Parties. Sangamo shall cooperate with Exxxxxx with respect to Exxxxxx’ deliveries contemplated by this Section 6.1. Notwithstanding the foregoing, the sale, assignment, transfer, conveyance, grant and delivery of Assets under this Agreement shall be effective as of, and not prior to, the Closing Date.
Delivery of Tangible Assets. Promptly after the Closing Date, Seller shall make the tangible Assets available to Buyer at Seller’s facilities at 4000 Xxxxx Xxxxxxxx Highway, Minneapolis, Minnesota and shall cooperate with Buyer’s personnel in arranging for the orderly assembly, packing and shipment of all tangible Assets to such locations as Buyer shall specify; provided, however, that (a) machinery and equipment in the possession of third parties for production purposes shall be left in their possession and Seller and Buyer shall jointly notify and confirm to such third parties that Buyer has purchased such assets from Seller and (b) Buyer shall, with Seller’s assistance, identify any books and records that should remain temporarily in the possession of Seller in order to facilitate an orderly transition with respect to customer relations, regulatory affairs and other similar matters.
Delivery of Tangible Assets. The tangible assets included in the Purchased Assets which are located at GTC shall be delivered to SCI Holdings at the offices of SCI Holdings in Huntsville, Alabama, FOB GTC's facility in Tampa, Florida, in accordance with the procedures and subject to the provisions set forth in Section 2.F, and title to such assets shall be transferred to SCI Holdings in Alabama.
Delivery of Tangible Assets. On the Closing Date, Seller shall make the tangible Assets available to Buyer at the Facility (as defined in the Real Property Agreement). Buyer shall, with Seller’s assistance, identify any books and records that should remain temporarily in the possession of Seller in order to facilitate an orderly transition with respect to customer relations, regulatory affairs and other similar matters.
