Common use of Removal of Excluded Assets Clause in Contracts

Removal of Excluded Assets. (i) As soon as practicable after the applicable Closing, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory or personal property which contain any Seller Marks. Any such interior signs or personal property not removed by Seller shall be removed by the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Assets. Seller shall conduct such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from the Stores (other than the Drawer Cash, which shall be removed by Seller immediately prior to the applicable Closing). (iv) Seller shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property in connection with its removal of Excluded Assets under this Section 6.5 and, in the event of any physical damage to the Stores or the Seller Real Property caused by Seller or its representatives by virtue of the removal of Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removal.

Removal of Excluded Assets. All items that constitute Excluded Assets shall be removed on or prior to the Closing Date and within thirty (30) days after the Closing Date by Sellers (or their designees), the owners of the Excluded Assets, or their respective Representatives, with the removing party making or causing to be made any repairs to the Property necessitated by such removal, but without any obligation on the part of Sellers to replace any item so removed. Sellers hereby reserve unto themselves and the owners of the Excluded Assets, and their respective Representatives, a right of entry into the Property and onto and across the Vessel at reasonable times and on reasonable notice after the Closing Date and within such thirty (30) day period to effect such removal, and, in that regard, Sellers shall use reasonable efforts to minimize disruption to Buyer’s operations. Sellers and the Partnership recognize that Buyer will be replacing Excluded Software and that Buyer desires that its replacement software will be operational as of the Closing. Sellers and the Partnership agree to cooperate reasonably with Buyer in effecting the transition from Excluded Software to replacement software and to use reasonable efforts to minimize disruption to the operations of the Hotel/Casino, including providing Buyer and its Representatives access to the Property at reasonable times and on reasonable notice; provided that: (i) As soon as practicable after there shall be no material interference with the applicable Partnership’s operation of the Property before the Closing; (ii) there shall be no cost incurred by the Partnership or Sellers; and (iii) the Partnership shall not be required to reveal proprietary information to Buyer. The Partnership and Sellers will not de-install third party Excluded Software that is now installed on personal computers at the Property and Buyer agrees that Buyer will either obtain new licenses for such Excluded Software or cease to use such Excluded Software following the Closing. If Sellers do not remove all of the Excluded Assets within thirty (30) days following the Closing, each upon fifteen (15) calendar days notice, Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory or personal property which contain any Seller Marks. Any such interior signs or personal property not removed by Seller shall be removed by the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use may dispose of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Assets. Seller shall conduct such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from the Stores (other than the Drawer Cash, which shall be removed by Seller immediately prior to the applicable Closing). (iv) Seller shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property in connection with its removal of Excluded Assets under this Section 6.5 and, in the event of any physical damage to the Stores or the Seller Real Property caused by Seller or its representatives by virtue of the removal of remaining Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removal.

Removal of Excluded Assets. All items located at the Real Property that constitute Excluded Assets may be removed on or prior to the Closing Date and within ninety (90) days after the Closing Date (the “Removal Period”) by Sellers, their Affiliates or their respective Representatives, with the removing party making any repairs necessary as a result of any damage caused during such removal, but without any obligation on the part of Sellers, their Affiliates or any removing party to replace any item so removed. Buyer will provide Sellers, their Affiliates and their respective Representatives with reasonable access to the Real Property to effect such removal, at reasonable times within the Removal Period and after at least one (1) business day’s prior notice to Buyer, and Sellers will use reasonable efforts to minimize disruption to Buyer’s operations. Buyer, at its option, will have the right to have a Representative present during any such removal activity. Sellers recognize that Buyer will be replacing Excluded Software and that Buyer desires that its replacement software will be operational as of the Closing. Sellers agree to, and to cause the Company to, cooperate reasonably with Buyer in effecting the transition from Excluded Software to replacement software, by allowing Buyer access to the Real Property to install the replacement software; provided that: (a) there shall be no material interference with the Business before the Closing; (b) Sellers shall be reimbursed for any reasonable out-of-pocket costs incurred by the Company in connection with such cooperation; and (c) if Sellers or the Company shall be required to reveal proprietary information of Sellers or their Affiliates to Buyer in connection with such cooperation, then Sellers or the Company will, at Sellers’ option, either (i) As soon as practicable after not de-install third party Excluded Software that is now installed on personal computers that are included in the applicable Acquired Personal Property (unless required to do so by Law or by agreement with the provider of the Excluded Software) and Buyer agrees that Buyer will either obtain new licenses for such Excluded Software or cease to use such Excluded Software following the Closing, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory or personal property which contain any Seller Marks. Any such interior signs or personal property not removed by Seller shall be removed by the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment de-install third party Excluded Software that is now installed on personal computers included in the Purchased AssetsAcquired Personal Property. Seller Buyer’s agreement pursuant to this Section 1.5 shall conduct such removal in a workmanlike manner survive the Closing and shall use commercially reasonable efforts to prevent physical damage to be covered by Buyer’s indemnification obligations in ARTICLE XII hereof and enforceable by Sellers by any means available at Law or equity, including injunctive relief, which Buyer hereby agrees is an appropriate remedy. If Sellers do not remove all of the Excluded Assets located at the Real Property within the Removal Period, then Buyer may dispose of or retain any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from the Stores (other than the Drawer Cash, which shall be removed by Seller immediately prior to the applicable Closing). (iv) Seller shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property in connection with its removal of Excluded Assets under this Section 6.5 and, in the event of any physical damage to the Stores or the Seller Real Property caused by Seller or its representatives by virtue of the removal of remaining Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removal.

Removal of Excluded Assets. All items that constitute Excluded Assets shall be removed on or prior to the Closing Date and within thirty (30) days after the Closing Date by Sellers (or their designees), the owners of the Excluded Assets, or their respective Representatives, with the removing party making or causing to be made any repairs to the Property necessitated by such removal, but without any obligation on the part of Sellers to replace any item so removed. Sellers hereby reserve unto themselves and the owners of the Excluded Assets, and their respective Representatives, a right of entry into the Property and onto and across the Vessel at reasonable times and on reasonable notice after the Closing Date and within such thirty (30) day period to effect such removal, and, in that regard, Sellers shall use reasonable efforts to minimize disruption to Buyer’s operations. Sellers and the Partnership recognize that Buyer will be replacing Excluded Software and that Buyer desires that its replacement software will be operational as of the Closing. Sellers and the Partnership agree to cooperate reasonably with Buyer in effecting the transition from Excluded Software to replacement software and to use reasonable efforts to minimize disruption to the operations of the Hotel/Casino, including providing Buyer and its Representatives access to the Property at reasonable times and on reasonable notice; provided that: (i) As soon as practicable after there shall be no material interference with the applicable Partnership’s operation of the Property before the Closing; (ii) there shall be no cost incurred by the Partnership or Sellers; and (iii) the Partnership shall not be required to reveal proprietary information to Buyer. The Partnership and Sellers will not de-install third party Excluded Software that is now installed on personal computers at the Property and Xxxxx agrees that Buyer will either obtain new licenses for such Excluded Software or cease to use such Excluded Software following the Closing. If Sellers do not remove all of the Excluded Assets within thirty (30) days following the Closing, each upon fifteen (15) calendar days notice, Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory or personal property which contain any Seller Marks. Any such interior signs or personal property not removed by Seller shall be removed by the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use may dispose of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Assets. Seller shall conduct such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from the Stores (other than the Drawer Cash, which shall be removed by Seller immediately prior to the applicable Closing). (iv) Seller shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property in connection with its removal of Excluded Assets under this Section 6.5 and, in the event of any physical damage to the Stores or the Seller Real Property caused by Seller or its representatives by virtue of the removal of remaining Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removal.

Removal of Excluded Assets. (i) As soon as practicable after the applicable ClosingWith respect to each Station Property, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory on or personal property which contain any Seller Marks. Any such interior signs or personal property not removed by Seller shall be removed by the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Assets. Seller shall conduct such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from the Stores (other than the Drawer Cash, which shall be removed by Seller immediately prior to the applicable Closing). CIC Conversion Date, Sellers shall remove all Excluded Assets (ivother than those Excluded Assets owned by third Persons) Seller shall use reasonable best efforts to avoid from the Real Property, as well as signs, signage or advertising bearing or displaying Excluded Assets or any damage names, marks, or trade dress, except, in each case, to the Stores and the Seller extent required to continue ongoing operations of such Real Property in connection with its removal the Ordinary Course of Business (such as branded fuel signage for a brand that will continue to be utilized past the applicable CIC Conversion Date). Sellers shall provide to Buyers, prior to the applicable CIC Conversion Date, evidence reasonably satisfactory to Buyers that all such Excluded Assets have been removed. Notwithstanding the foregoing, if, after good faith efforts, Sellers need more time to comply with the foregoing, the Parties shall cooperate to provide Sellers with a reasonable extension of time. Any such Excluded Assets not removed from the applicable Station Property by ninety (90) days following the applicable CIC Conversion Date or such date as may be determined pursuant to an extension under this Section 6.5 and5.12 shall be deemed abandoned by Sellers, and Buyers may dispose of such Excluded Assets in whatever manner Buyers may elect; provided, however, that to the event extent Buyers transfer or otherwise dispose of any physical damage such Excluded Assets following the applicable CIC Conversion Date and prior to the Stores date that is ninety (90) days following the applicable CIC Conversion Date such that they are no longer located at the Station Property, Sellers shall have no further right to recover such Excluded Assets from Buyers and Buyers shall not be liable to Sellers for any such transfer or the Seller Real Property caused by Seller or its representatives by virtue of the removal of Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removaldisposal.

Removal of Excluded Assets. (i) As soon as practicable after the applicable ClosingWith respect to each Station Property, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory on or personal property which contain any Seller Marks. Any such interior signs or personal property not removed by Seller shall be removed by the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Assets. Seller shall conduct such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from the Stores (other than the Drawer Cash, which shall be removed by Seller immediately prior to the applicable Closing). CIC Conversion Date, Sellers shall remove all Excluded Assets (ivother than those Excluded Assets owned by third Persons) Seller shall use reasonable best efforts to avoid from the Real Property, as well as signs, signage or advertising bearing or displaying Excluded Assets or any damage names, marks, or trade dress, except, in each case, to the Stores and the Seller extent required to continue ongoing operations of such Real Property in connection with its removal the Ordinary Course of Business (such as branded fuel signage for a brand that will continue to be utilized past the applicable CIC Conversion Date). Sellers shall provide to Buyers, prior to the applicable CIC Conversion Date, evidence reasonably satisfactory to Buyers that all such Excluded Assets have been removed. Notwithstanding the foregoing, if, after good faith efforts, Sellers need more time to comply with the foregoing, the Parties shall cooperate to provide Sellers with a reasonable extension of time. Any such Excluded Assets not removed from the applicable Station Property by ninety (90) days following the applicable CIC Conversion Date or such date as may be determined pursuant to an extension under this Section 6.5 and5.12 shall be deemed abandoned by Sellers, and Buyers may dispose of such Excluded Assets in whatever manner Buyers may elect; provided, however, that to the event extent Buyers transfer or otherwise dispose of any physical damage such Excluded Assets following the applicable CIC Conversion and prior to the Stores date that is ninety (90) days following the applicable CIC Conversion Date such that they are no longer located at the Station Property, Sellers shall have no further right to recover such Excluded Assets from Buyers and Buyers shall not be liable to Sellers for any such transfer or the Seller Real Property caused by Seller or its representatives by virtue of the removal of Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removaldisposal.

Removal of Excluded Assets. All items located at each Seller’s Property that constitute such Seller’s Excluded Assets may be removed on or prior to the Closing Date and within thirty (30) days after the Closing Date by the applicable Seller, its Affiliates, the owners of the Excluded Assets, or their respective Representatives, with the removing party making any repairs necessitated by such removal, but without any obligation on the part of any Seller, any of their respective Affiliates, or any removing party to replace any item so removed. Each Seller hereby reserves unto itself and its Affiliates and the owners of the Excluded Assets, and their respective Representatives, a right of entry into its Property and, with respect to the Xxxxxx’x Sellers and Caesars Seller Two, onto and across their respective Vessels, at reasonable times and upon reasonable notice after the Closing Date and within such thirty (30) day period to effect such removal, and, in that regard, Sellers shall use reasonable efforts to minimize disruption to Buyer’s operations. Each Seller recognizes that Buyer will be replacing the Excluded Software at its Property and that Buyer desires that its replacement software will be operational as of the Transfer Time. Subject to Section 1.4(c) hereof, each Seller, with respect to its Property, agrees to cooperate reasonably with Buyer in effecting the transition from Excluded Software to replacement software, including providing Buyer with electronic copies of the Property Specific Data; provided that: (i) As soon as practicable after there shall be no material interference with any Seller’s operation of its Property before the applicable Closing, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller ; (ii) there shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory be no out-of-pocket cost or personal property which contain expense incurred by any Seller Marks. Any or any of their Affiliates in connection with such interior signs or personal property not removed by cooperation; and (iii) no Seller shall be removed by the applicable Buyer at Seller’s own cost andrequired to reveal proprietary information to Buyer, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier other than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment information that is included in the Purchased Total Assets. Each Seller will uninstall third party Excluded Software at its Property that is now installed on personal computers at its Property; provided, however, if Buyer is able to obtain new licenses for any such software, each Seller will leave copies of such software at its Property to the extent provided for in such licenses. Buyer’s agreement pursuant to this Section 1.5 shall conduct such removal in a workmanlike manner survive the Closing and shall use commercially reasonable efforts to prevent physical damage to be covered by Buyer’s indemnification obligations in Article XI hereof and enforceable by each Seller by any means available at Law or equity, including injunctive relief, which Buyer hereby agrees is an appropriate remedy. If any Seller does not remove any of such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. Seller’s Excluded Assets within fifteen (iii15) At a time mutually agreed to by days following the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from the Stores upon ten (other than the Drawer Cash, which shall be removed by Seller immediately prior 10) calendar days notice to the applicable Closing). Seller, Buyer may dispose of or retain for its own use (excluding (i) any items included in item (iv) of the definition of “Excluded Personal Property,” and (ii) any third-party software which must be disposed of) any such remaining Excluded Assets and such Seller shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property in connection with its removal of Excluded Assets under this Section 6.5 andreimburse, in the event of each case, Buyer for any physical damage to the Stores or the Seller Real Property caused by Seller or its representatives by virtue of the removal of Excluded Assets, Seller agrees to promptly repair any physical damage to reasonable costs incurred with such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removaldisposal.

Removal of Excluded Assets. (i) As soon as practicable after the applicable Closing, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days beforeGTI shall, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory or personal property which contain any Seller Marks. Any such interior signs or personal property not removed by Seller shall be removed by the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shallcause SNC to, at its own and their cost and expense, use commercially remove from the Real Property, or the real property of Xxxxxxx Xxxxxx, the Excluded Assets listed on Schedule 8.14 and other Excluded Assets that SNC shall identify by giving written notice to that effect to Buyer (collectively, the “Removable Excluded Assets”) prior to the first anniversary of the Closing Date. Buyer shall and shall cause the designated Buyer Affiliates (including Xxxxxxx Xxxxxx) to, at its and their cost and expense, retain the Removable Excluded Assets undisturbed until removal by GTI or SNC. Buyer shall, and shall cause such Buyer Affiliates to, permit GTI or SNC reasonable efforts access on reasonable notice to enter any applicable facility to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Removable Excluded Assets. Seller GTI shall conduct and shall cause SNC to effect such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other and in a reasonable manner to minimize disruption and without causing damage to the applicable facility. GTI shall, and shall cause SNC to, (a) indemnify such Buyer Affiliates for any Loss caused as a result of its or their Representatives entering onto such Buyer Affiliates land or facilities or removing the Removable Excluded Assets from and (b) restore the Stores (other than facility at which the Drawer Cash, which Removable Excluded Assets are located if such facility shall be removed by Seller immediately suffer damage or Loss in the process of removal of the Removable Excluded Assets. If neither GTI nor SNC removes the Removable Excluded Assets prior to the applicable first anniversary of the Closing). (iv) Seller shall use reasonable best efforts to avoid any damage to , such Buyer Affiliates may treat the Stores and the Seller Real Property in connection with its removal of Removable Excluded Assets under this Section 6.5 andas abandoned property and they may have the Removable Excluded Assets removed from such Buyer Affiliates property (without incurring any Liability to GTI, in the event SNC or their Affiliates, all of any physical damage to the Stores which is waived) or the Seller Real Property caused by Seller or its representatives by virtue of the removal of may sell such Removable Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removal.

Removal of Excluded Assets. (i) As soon as practicable after the applicable Closing, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory or personal property which contain any Seller Marks. Any such interior signs or personal property not removed by Seller All items that constitute Excluded Assets shall be removed from the Barbary Coast Real Property on or prior to the end of the Transition Period by Coast (or its designees), the applicable Buyer at Seller’s own cost owners of the Excluded Assets, or their respective Representatives, with the removing party making or causing to be made any repairs to the Barbary Coast Real Property necessitated by such removal and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any the extent that such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Assets. Seller shall conduct such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from are decorative in nature or are affixed to the Stores walls, fixtures, furnishings or otherwise within the public view at the Barbary Coast (other than the Drawer Cashglass dome in Michael's restaurant), Coast shall cause such Excluded Assets to be replaced with comparable assets which shall be removed by Seller immediately prior are reasonably acceptable to Xxxxxx'x. Coast hereby reserves unto itself and the applicable Closing). owners of the Excluded Assets, and their respective Representatives, a right of entry into the Barbary Coast Real Property at reasonable times and on reasonable notice within thirty (iv30) Seller days after the end of the Transition Period to effect such removal, and, in that regard, Coast shall use reasonable best efforts to avoid any damage minimize disruption to Xxxxxx'x operations. Coast agrees to cooperate reasonably with Xxxxxx'x in effecting the transition from Excluded Software to replacement software and to use reasonable efforts to minimize disruption to the Stores operations of the Barbary Coast, including providing Xxxxxx'x and its Representatives access to the Seller Barbary Coast Real Property in connection at reasonable times and on reasonable notice; provided that: (x) there shall be no material interference with its removal Coast's operation of the Barbary Coast before the Closing; (y) there shall be no cost incurred by Coast; and (z) Coast shall not be required to reveal proprietary information to Xxxxxx'x. Coast is not required to de-install third party Excluded Software that is now installed on personal computers at the Barbary Coast and Xxxxxx'x agrees that Xxxxxx'x will either obtain new licenses for such Excluded Software or cease to use such Excluded Software following the Closing. If Coast does not remove all of the Excluded Assets under this Section 6.5 andwithin thirty (30) days following the Closing, in the event upon fifteen (15) calendar days notice, Xxxxxx'x may dispose of any physical damage to the Stores or the Seller Real Property caused by Seller or its representatives by virtue of the removal of such remaining Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removal.

Removal of Excluded Assets. All items located at each Seller's Property that constitute such Seller's Excluded Assets may be removed on or prior to the Closing Date and within thirty (30) days after the Closing Date by the applicable Seller, its Affiliates, the owners of the Excluded Assets, or their respective Representatives, with the removing party making any repairs necessitated by such removal, but without any obligation on the part of any Seller, any of their respective Affiliates, or any removing party to replace any item so removed. Each Seller hereby reserves unto itself and its Affiliates and the owners of the Excluded Assets, and their respective Representatives, a right of entry into its Property and, with respect to the Xxxxxx'x Sellers and Caesars Seller Two, onto and across their respective Vessels, at reasonable times and upon reasonable notice after the Closing Date and within such thirty (30) day period to effect such removal, and, in that regard, Sellers shall use reasonable efforts to minimize disruption to Buyer's operations. Each Seller recognizes that Buyer will be replacing the Excluded Software at its Property and that Buyer desires that its replacement software will be operational as of the Transfer Time. Subject to Section 1.4(c) hereof, each Seller, with respect to its Property, agrees to cooperate reasonably with Buyer in effecting the transition from Excluded Software to replacement software, including providing Buyer with electronic copies of the Property Specific Data; provided that: (i) As soon as practicable after there shall be no material interference with any Seller's operation of its Property before the applicable Closing, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller ; (ii) there shall use its commercially reasonable efforts to remove from the Stores any other signs, Inventory be no out-of-pocket cost or personal property which contain expense incurred by any Seller Marks. Any or any of their Affiliates in connection with such interior signs or personal property not removed by cooperation; and (iii) no Seller shall be removed by the applicable Buyer at Seller’s own cost andrequired to reveal proprietary information to Buyer, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier other than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment information that is included in the Purchased Total Assets. Each Seller will uninstall third party Excluded Software at its Property that is now installed on personal computers at its Property; provided, however, if Buyer is able to obtain new licenses for any such software, each Seller will leave copies of such software at its Property to the extent provided for in such licenses. Buyer's agreement pursuant to this Section 1.5 shall conduct such removal in a workmanlike manner survive the Closing and shall use commercially reasonable efforts to prevent physical damage to be covered by Buyer's indemnification obligations in Article XI hereof and enforceable by each Seller by any means available at Law or equity, including injunctive relief, which Buyer hereby agrees is an appropriate remedy. If any Seller does not remove any of such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. Seller's Excluded Assets within fifteen (iii15) At a time mutually agreed to by days following the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other Excluded Assets from the Stores upon ten (other than the Drawer Cash, which shall be removed by Seller immediately prior 10) calendar days notice to the applicable Closing). Seller, Buyer may dispose of or retain for its own use (excluding (i) any items included in item (iv) of the definition of "Excluded Personal Property," and (ii) any third-party software which must be disposed of) any such remaining Excluded Assets and such Seller shall use reasonable best efforts to avoid any damage to the Stores and the Seller Real Property in connection with its removal of Excluded Assets under this Section 6.5 andreimburse, in the event of each case, Buyer for any physical damage to the Stores or the Seller Real Property caused by Seller or its representatives by virtue of the removal of Excluded Assets, Seller agrees to promptly repair any physical damage to reasonable costs incurred with such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removaldisposal.

Removal of Excluded Assets. (i) As soon as practicable after the applicable Closing, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall use its commercially reasonable efforts Commercially Reasonable Efforts to remove from on or before the Stores Closing any and all of its tangible Excluded Assets (other signsthan the Major Maintenance Spares that Purchasers do not elect to purchase pursuant to Section 2.21) located at, Inventory on, in or personal property which contain under the Project Real Property or any Seller MarksOff-Site Real Property. Any such interior signs or personal property not removed by Seller shall be removed by From time to time, for a period of up to three hundred and sixty-five (365) days following the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing DateClosing, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Assets. Seller shall conduct such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shallmay remove, at its sole cost and expense expense, and without unreasonable interference with the normal business operations or activities of any Project Purchaser at the Project Real Property, any of its tangible Excluded Assets remaining at, on, in or under the Project Real Property as of the Closing. The dates and times of any such removal shall be coordinated reasonably in advance with the appropriate Purchaser. No Purchaser shall have any liability to Seller whatsoever with respect to Seller's tangible Excluded Assets remaining at, on, in or under the Project Real Property on or after the Closing (except to the extent that a Purchaser utilizes or disposes of any such Excluded Assets without Seller’s prior written consent). If Seller fails to remove all other of Seller's tangible Excluded Assets from located at, on, in or under the Stores Project Real Property within such three hundred and sixty-five (other than the Drawer Cash365)-day period, which then each such remaining tangible Excluded Asset shall be removed deemed to have been abandoned by Seller immediately prior to Seller, and the applicable Closing). (iv) Purchaser may appropriate, sell, store, destroy or otherwise dispose of all or any portion of such tangible Excluded Assets without notice to Seller shall use and without any obligation to account for such tangible Excluded Assets. To the extent the reasonable best efforts to avoid out-of-pocket costs and expenses incurred by any damage to the Stores and the Seller Real Property Purchaser in connection with its removal appropriating, selling, storing, destroying or otherwise disposing of such tangible Excluded Assets under exceed the revenues received by such Purchaser in connection therewith, Seller shall reimburse such Purchaser for all such reasonable out-of-pocket excess costs and expenses within ten (10) days of such Purchaser's delivery to Seller of a written request therefor. Notwithstanding anything to the contrary contained herein, the terms and conditions of this Section 6.5 and, in 6.16 shall survive the event of any physical damage to the Stores or the Seller Real Property caused by Seller or its representatives by virtue of the removal of Excluded Assets, Seller agrees to promptly repair any physical damage to such Stores or Seller Real Property caused by any acts of Seller or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removalClosing.

Removal of Excluded Assets. All items located at the Real Property that constitute Excluded Assets may be removed on or prior to the Closing Date and within sixty (i60) As soon as practicable days after the applicable ClosingClosing Date by CCI, each Buyer will remove from its Stores any exterior signs which contain Seller Marks. At a time mutually agreed to by Affiliates, the applicable Buyer and Sellerowners of the Excluded Assets, or their respective Representatives, but no earlier than five days beforewithout any obligation on the part of CCI, its Affiliates or any removing party to replace any item so removed. CCI hereby reserves unto itself and its Affiliates and the owners of the Excluded Assets, and no later than five days aftertheir respective Representatives, a right of entry onto the applicable Real Property at reasonable times after the Closing DateDate and within such sixty (60) day period to effect such removal, Seller shall use its commercially reasonable efforts after at least 48 hours’ prior notice to remove from the Stores any other signs, Inventory or personal property which contain any Seller MarksCC Buyer. Any such interior signs or personal property not removed by Seller Such removal shall be removed by at the applicable Buyer at Seller’s own cost and, at Seller’s request, destroyed or returned to Seller, and Buyers shall neither use nor consent to any third party’s use of any such signs or personal property. (ii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than two days after, the applicable Closing Date, Seller shall, at its own cost and expense, use commercially reasonable efforts to remove any proprietary software from the POS/order entry equipment and the security and surveillance equipment and any other proprietary software from all other equipment that is included in the Purchased Assets. Seller shall conduct such removal in a workmanlike manner and shall use commercially reasonable efforts to prevent physical damage to any such equipment resulting therefrom. Seller will notify Buyers as promptly as practicable if Seller believes that any such proprietary software cannot be removed from such equipment. (iii) At a time mutually agreed to by the applicable Buyer and Seller, but no earlier than five days before, and no later than five days after, the applicable Closing Date, Seller shall, at its sole cost and expense remove all other risk of CCI, including risk of loss and damage to such Excluded Assets from the Stores (other than the Drawer Cash, which Assets. CC Buyer shall have no liability with respect to such removal. CCI shall be removed by Seller immediately prior responsible to the applicable Closing). (iv) Seller shall use reasonable best efforts to avoid any repair all damage to the Stores and the Seller Real Property in connection with its removal of Excluded Assets under this Section 6.5 and, in the event of any physical damage to the Stores or the Seller Real Property caused by Seller CCI, its Affiliates, the owners of the Excluded Assets or its representatives by virtue of their respective Representatives in connection with the removal of such Excluded Assets, Seller . CCI recognizes that CC Buyer will be replacing Excluded Software and that CC Buyer desires that its replacement software will be operational as of the Closing. CCI agrees to promptly repair cooperate reasonably with CC Buyer in effecting the transition from Excluded Software to replacement software; provided that: (a) there shall be no interference with the Business before the Closing; (b) CCI shall be reimbursed for any physical damage reasonable costs incurred by CCI or any of its Affiliates or their respective Representatives in connection with such cooperation; and (c) CCI shall not be required to reveal proprietary information of CCI or its Affiliates to CC Buyer in connection with such Stores cooperation. CCI will, at its option, either (i) not de-install third party Excluded Software that is now installed on personal computers that are included in the Acquired Personal Property (unless required to do so by applicable Law or by agreement with the provider of the Excluded Software), in which case CC Buyer agrees that CC Buyer will either obtain new licenses for such Excluded Software or cease to use such Excluded Software following the Closing, or (ii) de-install third party Excluded Software that is now installed on personal computers included in the Acquired Personal Property. CC Buyer’s agreement pursuant to this Section 1.5 shall survive the Closing and shall be covered by CC Buyer’s indemnification obligations in ARTICLE 11 hereof and enforceable by each Seller Real Property caused Indemnified Party by any acts of Seller means available at law or such other parties and to restore such Stores or Seller Real Property to substantially the same condition it was in immediately prior to such removalequity, including injunctive relief, which CC Buyer hereby agrees is an appropriate remedy.