Common use of Removal of Excluded Assets Clause in Contracts

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) there shall be no material interference with the 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, upon fifteen (15) calendar days notice, Buyer may dispose of any such remaining Excluded Assets.

Removal of Excluded Assets. All items located at the Real Property that constitute Excluded Assets shall may be removed on or prior to the Closing Date and within thirty ninety (3090) days after the Closing Date (the “Removal Period”) by Sellers (or Sellers, their designees), the owners of the Excluded Assets, Affiliates or their respective Representatives, with the removing party making or causing to be made any repairs to the Property necessitated by necessary as a result of any damage caused during such removal, but without any obligation on the part of Sellers Sellers, their Affiliates or any removing party to replace any item so removed. Sellers hereby reserve unto themselves and the owners of the Excluded AssetsBuyer will provide Sellers, their Affiliates and their respective Representatives, a right of entry into Representatives with reasonable access to the Real 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, andat reasonable times within the Removal Period and after at least one (1) business day’s prior notice to Buyer, in that regard, and Sellers shall 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 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 agree to, and to cause the Partnership agree to Company 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/Casinosoftware, including providing by allowing Buyer and its Representatives access to the Real Property at reasonable times and on reasonable noticeto install the replacement software; provided that: (ia) there shall be no material interference with the Partnership’s operation of the Property Business before the Closing; (iib) there Sellers shall be no cost reimbursed for any reasonable out-of-pocket costs incurred by the Partnership or SellersCompany in connection with such cooperation; and (iiic) if Sellers or the Partnership Company shall not be required to reveal proprietary information of Sellers or their Affiliates to Buyer. The Partnership and Buyer in connection with such cooperation, then Sellers will or the Company will, at Sellers’ option, either (i) not de-install third party Excluded Software that is now installed on personal computers at that are included in the 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, or (ii) de-install third party Excluded Software that is now installed on personal computers included in the Acquired Personal Property. Buyer’s agreement pursuant to this Section 1.5 shall survive the Closing and shall 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 thirty (30) days following the ClosingRemoval Period, upon fifteen (15) calendar days notice, then Buyer may dispose of or retain any such remaining Excluded Assets.

Removal of Excluded Assets. All items that constitute GTI shall, and shall cause SNC to, at its and their cost and expense, 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 be removed on or identify by giving written notice to that effect to Buyer (collectively, the “Removable Excluded Assets”) prior to the Closing Date and within thirty (30) days after first anniversary of the Closing Date 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 Sellers (GTI 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 removedSNC. Sellers hereby reserve unto themselves and the owners of the Excluded AssetsBuyer shall, and their respective Representativesshall cause such Buyer Affiliates to, a right of entry into the Property and onto and across the Vessel at permit GTI or SNC reasonable times and access on reasonable notice after to enter any applicable facility to remove the Closing Date Removable Excluded Assets. GTI shall and within such thirty (30) day period shall cause SNC to effect such removal, and, removal at its sole cost and expense and in that regard, Sellers shall use a reasonable efforts manner to minimize disruption and without causing damage to Buyer’s operationsthe applicable facility. Sellers 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 Partnership recognize that Buyer will be replacing Removable Excluded Software Assets and that Buyer desires that its replacement software will be operational as (b) restore the facility at which the Removable Excluded Assets are located if such facility shall 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 first anniversary of the Closing. Sellers , such Buyer Affiliates may treat the Removable Excluded Assets as abandoned property and they may have the Partnership agree Removable Excluded Assets removed from such Buyer Affiliates property (without incurring any Liability 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/CasinoGTI, including providing Buyer and its Representatives access to the Property at reasonable times and on reasonable notice; provided that: (i) there shall be no material interference with the Partnership’s operation of the Property before the Closing; (ii) there shall be no cost incurred by the Partnership SNC 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 their Affiliates, all of the Excluded Assets within thirty (30which is waived) days following the Closing, upon fifteen (15) calendar days notice, Buyer or may dispose of any sell such remaining Removable Excluded Assets.

Removal of Excluded Assets. All items that constitute Excluded Assets shall be removed from the Barbary Coast Real Property on or prior to the Closing Date and within thirty (30) days after end of the Closing Date Transition Period by Sellers Coast (or their its 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 Barbary Coast Real Property necessitated by such removalremoval and, but without any obligation on to the part of Sellers extent that such Excluded Assets are decorative in nature or are affixed to replace any item so removedthe walls, fixtures, furnishings or otherwise within the public view at the Barbary Coast (other than the glass dome in Michael's restaurant), Coast shall cause such Excluded Assets to be replaced with comparable assets which are reasonably acceptable to Xxxxxx'x. Sellers Coast hereby reserve reserves unto themselves itself and the owners of the Excluded Assets, and their respective Representatives, a right of entry into the Barbary Coast Real 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 days after the end of the Transition Period to effect such removal, and, in that regard, Sellers Coast shall use reasonable efforts to minimize disruption to Buyer’s Xxxxxx'x 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 Coast agrees to cooperate reasonably with Buyer Xxxxxx'x in effecting the transition from Excluded Software to replacement software and to use reasonable efforts to minimize disruption to the operations of the Hotel/CasinoBarbary Coast, including providing Buyer Xxxxxx'x and its Representatives access to the Barbary Coast Real Property at reasonable times and on reasonable notice; provided that: (ix) there shall be no material interference with the Partnership’s Coast's operation of the Property Barbary Coast before the Closing; (iiy) there shall be no cost incurred by the Partnership or SellersCoast; and (iiiz) the Partnership Coast shall not be required to reveal proprietary information to BuyerXxxxxx'x. The Partnership and Sellers will Coast is not required to de-install third party Excluded Software that is now installed on personal computers at the Property Barbary Coast and Buyer Xxxxxx'x agrees that Buyer Xxxxxx'x will either obtain new licenses for such Excluded Software or cease to use such Excluded Software following the Closing. If Sellers do Coast does not remove all of the Excluded Assets within thirty (30) days following the Closing, upon fifteen (15) calendar days notice, Buyer Xxxxxx'x may dispose of any such remaining Excluded Assets.

Removal of Excluded Assets. All items located at each Seller's Property that constitute such Seller's Excluded Assets shall may be removed on or prior to the Closing Date and within thirty (30) days after the Closing Date by Sellers (or their designees)the applicable Seller, its Affiliates, 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 any Seller, any of their respective Affiliates, or any removing party to replace any item so removed. Sellers Each Seller hereby reserve reserves unto themselves 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 Property Xxxxxx'x Sellers and Caesars Seller Two, onto and across the Vessel their respective Vessels, at reasonable times and on 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 's operations. Sellers and the Partnership recognize 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 ClosingTransfer Time. Sellers and the Partnership agree 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 and to use reasonable efforts to minimize disruption to the operations of the Hotel/Casinosoftware, including providing Buyer and its Representatives access to with electronic copies of the Property at reasonable times and on reasonable noticeSpecific Data; provided that: (i) there shall be no material interference with the Partnership’s any Seller's operation of the its Property before the ClosingClosing Date; (ii) there shall be no out-of-pocket cost or expense incurred by the Partnership any Seller or Sellersany of their Affiliates in connection with such cooperation; and (iii) the Partnership no Seller shall not be required to reveal proprietary information to Buyer, other than information that is included in the Total Assets. The Partnership and Sellers Each Seller will not de-install uninstall third party Excluded Software at its Property that is now installed on personal computers at the Property and its Property; provided, however, if Buyer agrees that Buyer will either is able to obtain new licenses for any such Excluded Software 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 survive the Closing and shall be covered by Buyer's indemnification obligations in Article XI hereof and enforceable by each Seller by any means available at Law or cease to use such Excluded Software following the Closingequity, including injunctive relief, which Buyer hereby agrees is an appropriate remedy. If Sellers do any Seller does not remove all any of the such Seller's Excluded Assets within thirty fifteen (3015) days following the ClosingClosing Date, upon fifteen ten (1510) calendar days noticenotice to the applicable 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 AssetsAssets and such Seller shall reimburse, in each case, Buyer for any reasonable costs incurred with such disposal.

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 Seller shall use commercially 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 remove on reasonable notice; provided that: (i) there shall be no material interference with the Partnership’s operation of the Property or before the Closing; (ii) there shall be no cost incurred by the Partnership or Sellers; Closing any 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 tangible Excluded Assets within thirty located at, on, in, or under the Project Real Property or any Off-Site Real Property. From time to time, for a period of up to ninety (3090) days following the Closing, upon fifteen (15) calendar days noticeSeller may remove, Buyer may dispose at its sole cost and expense, and without unreasonable interference with the normal business operations or activities of Purchaser at the Project Real Property, any tangible Excluded Asset 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 Purchaser. Purchaser shall have no Liability to Seller whatsoever with respect to any tangible Excluded Asset remaining at, on, in, or under the Project Real Property on or after the Closing (and any such Liability shall constitute an Excluded Liability). If Seller fails to remove all of the tangible Excluded Assets located at, on, in, or under the Project Real Property within such ninety (90)-day period, then each such remaining tangible Excluded Asset shall be deemed to have been abandoned by Seller and Purchaser may, in its sole and absolute discretion, appropriate, sell, store, destroy, and/or otherwise dispose of all or any portion of such tangible Excluded Assets without notice to Seller and without any obligation to account for such tangible Excluded Assets. To the extent the out-of-pocket costs and expenses incurred by Purchaser in connection with appropriating, selling, storing, destroying, or otherwise disposing of such tangible Excluded Assets exceed the revenues received by Purchaser in connection therewith, Seller shall reimburse Purchaser for all such excess costs and expenses within ten (10) days after Purchaser’s delivery to Seller of a written request therefor. Notwithstanding anything to the contrary contained herein, the terms and conditions of this Section 6.16 shall survive the Closing.

Removal of Excluded Assets. All items located at each Seller’s Property that constitute such Seller’s Excluded Assets shall may be removed on or prior to the Closing Date and within thirty (30) days after the Closing Date by Sellers (or their designees)the applicable Seller, its Affiliates, 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 any Seller, any of their respective Affiliates, or any removing party to replace any item so removed. Sellers Each Seller hereby reserve reserves unto themselves 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 Property Xxxxxx’x Sellers and Caesars Seller Two, onto and across the Vessel their respective Vessels, at reasonable times and on 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. Sellers and the Partnership recognize 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 ClosingTransfer Time. Sellers and the Partnership agree 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 and to use reasonable efforts to minimize disruption to the operations of the Hotel/Casinosoftware, including providing Buyer and its Representatives access to with electronic copies of the Property at reasonable times and on reasonable noticeSpecific Data; provided that: (i) there shall be no material interference with the Partnershipany Seller’s operation of the its Property before the ClosingClosing Date; (ii) there shall be no out-of-pocket cost or expense incurred by the Partnership any Seller or Sellersany of their Affiliates in connection with such cooperation; and (iii) the Partnership no Seller shall not be required to reveal proprietary information to Buyer, other than information that is included in the Total Assets. The Partnership and Sellers Each Seller will not de-install uninstall third party Excluded Software at its Property that is now installed on personal computers at the Property and its Property; provided, however, if Buyer agrees that Buyer will either is able to obtain new licenses for any such Excluded Software 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 survive the Closing and shall be covered by Buyer’s indemnification obligations in Article XI hereof and enforceable by each Seller by any means available at Law or cease to use such Excluded Software following the Closingequity, including injunctive relief, which Buyer hereby agrees is an appropriate remedy. If Sellers do any Seller does not remove all any of the such Seller’s Excluded Assets within thirty fifteen (3015) days following the ClosingClosing Date, upon fifteen ten (1510) calendar days noticenotice to the applicable 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 AssetsAssets and such Seller shall reimburse, in each case, Buyer for any reasonable costs incurred with such disposal.

Removal of Excluded Assets. All items located at the Real Property that constitute Excluded Assets shall may be removed on or prior to the Closing Date and within thirty sixty (3060) days after the Closing Date by Sellers (or their designees)CCI, its Affiliates, 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 CCI, its Affiliates or any removing party to replace any item so removed. Sellers CCI hereby reserve reserves unto themselves itself and its Affiliates and the owners of the Excluded Assets, and their respective Representatives, a right of entry into onto the Real Property and onto and across the Vessel at reasonable times and on reasonable notice after the Closing Date and within such thirty sixty (3060) day period to effect such removal, andafter at least 48 hours’ prior notice to CC Buyer. Such removal shall be at the sole cost and risk of CCI, including risk of loss and damage to such Excluded Assets. CC Buyer shall have no liability with respect to such removal. CCI shall be responsible to repair all damage to the Real Property caused by CCI, its Affiliates, the owners of the Excluded Assets or their respective Representatives in connection with the removal of such Excluded Assets. CCI recognizes that regard, Sellers shall use reasonable efforts to minimize disruption to Buyer’s operations. Sellers and the Partnership recognize that CC Buyer will be replacing Excluded Software and that CC Buyer desires that its replacement software will be operational as of the Closing. Sellers and the Partnership agree CCI agrees to cooperate reasonably with CC 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 noticesoftware; provided that: (ia) there shall be no material interference with the Partnership’s operation of the Property Business before the Closing; (iib) there CCI shall be no cost reimbursed for any reasonable costs incurred by the Partnership CCI or Sellersany of its Affiliates or their respective Representatives in connection with such cooperation; and (iiic) the Partnership CCI shall not be required to reveal proprietary information of CCI or its Affiliates to BuyerCC Buyer in connection with such cooperation. The Partnership and Sellers will CCI will, at its option, either (i) not de-install third party Excluded Software that is now installed on personal computers at that are included in the Acquired Personal Property and (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. If Sellers do not remove all of CC Buyer’s agreement pursuant to this Section 1.5 shall survive the Excluded Assets within thirty (30) days following the ClosingClosing and shall be covered by CC Buyer’s indemnification obligations in ARTICLE 11 hereof and enforceable by each Seller Indemnified Party by any means available at law or in equity, upon fifteen (15) calendar days noticeincluding injunctive relief, which CC Buyer may dispose of any such remaining Excluded Assetshereby agrees is an appropriate remedy.

Removal of Excluded Assets. All items that constitute Seller shall use Commercially Reasonable Efforts to remove on or before the Closing any and all of its tangible Excluded Assets shall be removed on or prior (other than the Major Maintenance Spares that Purchasers do not elect to the Closing Date and within thirty (30purchase pursuant to Section 2.21) days after the Closing Date by Sellers (or their designees)located at, 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, andon, in that regardor under the Project Real Property or any Off-Site Real Property. From time to time, Sellers shall use reasonable efforts for a period of up to minimize disruption to Buyer’s operations. Sellers three hundred 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: sixty-five (i) there shall be no material interference with the 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 (30365) days following the Closing, upon fifteen (15) calendar days noticeSeller may remove, Buyer may dispose at its sole cost and 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 of Seller's tangible Excluded Assets located at, on, in or under the Project Real Property within such three hundred and sixty-five (365)-day period, then each such remaining tangible Excluded Asset shall be deemed to have been abandoned by Seller, and the applicable Purchaser may appropriate, sell, store, destroy or otherwise dispose of all or any portion of such tangible Excluded Assets without notice to Seller and without any obligation to account for such tangible Excluded Assets. To the extent the reasonable out-of-pocket costs and expenses incurred by any Purchaser in connection with appropriating, selling, storing, destroying or otherwise disposing of such tangible Excluded Assets 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 6.16 shall survive the Closing.

Removal of Excluded Assets. All items that constitute Excluded Assets shall be removed With respect to each Station Property, 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 regardapplicable CIC Conversion Date, Sellers shall use reasonable efforts remove all Excluded Assets (other than those Excluded Assets owned by third Persons) from the Real Property, as well as signs, signage or advertising bearing or displaying Excluded Assets or any names, marks, or trade dress, except, in each case, to minimize disruption the extent required to Buyer’s operationscontinue ongoing operations of such Real Property in 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 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 shall provide to cooperate reasonably with Buyer in effecting the transition from Excluded Software to replacement software and to use reasonable efforts to minimize disruption Buyers, prior to the operations of applicable CIC Conversion Date, evidence reasonably satisfactory to Buyers that all such Excluded Assets have been removed. Notwithstanding the Hotel/Casinoforegoing, including providing Buyer and its Representatives access if, after good faith efforts, Sellers need more time to the Property at reasonable times and on reasonable notice; provided that: (i) there shall be no material interference comply with the Partnership’s operation foregoing, the Parties shall cooperate to provide Sellers with a reasonable extension 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 Buyertime. 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 Any such Excluded Software or cease to use such Excluded Software following Assets not removed from the Closing. If Sellers do not remove all of the Excluded Assets within thirty applicable Station Property by ninety (3090) days following the Closingapplicable CIC Conversion Date or such date as may be determined pursuant to an extension under this Section 5.12 shall be deemed abandoned by Sellers, upon fifteen (15) calendar days noticeand Buyers may dispose of such Excluded Assets in whatever manner Buyers may elect; provided, Buyer may however, that to the extent Buyers transfer or otherwise dispose of any such remaining Excluded AssetsAssets following the applicable CIC Conversion and prior to the 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 disposal.

Removal of Excluded Assets. All items that constitute Excluded Assets shall be removed With respect to each Station Property, 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 regardapplicable CIC Conversion Date, Sellers shall use reasonable efforts remove all Excluded Assets (other than those Excluded Assets owned by third Persons) from the Real Property, as well as signs, signage or advertising bearing or displaying Excluded Assets or any names, marks, or trade dress, except, in each case, to minimize disruption the extent required to Buyer’s operationscontinue ongoing operations of such Real Property in 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 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 shall provide to cooperate reasonably with Buyer in effecting the transition from Excluded Software to replacement software and to use reasonable efforts to minimize disruption Buyers, prior to the operations of applicable CIC Conversion Date, evidence reasonably satisfactory to Buyers that all such Excluded Assets have been removed. Notwithstanding the Hotel/Casinoforegoing, including providing Buyer and its Representatives access if, after good faith efforts, Sellers need more time to the Property at reasonable times and on reasonable notice; provided that: (i) there shall be no material interference comply with the Partnership’s operation foregoing, the Parties shall cooperate to provide Sellers with a reasonable extension 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 Buyertime. 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 Any such Excluded Software or cease to use such Excluded Software following Assets not removed from the Closing. If Sellers do not remove all of the Excluded Assets within thirty applicable Station Property by ninety (3090) days following the Closingapplicable CIC Conversion Date or such date as may be determined pursuant to an extension under this Section 5.12 shall be deemed abandoned by Sellers, upon fifteen (15) calendar days noticeand Buyers may dispose of such Excluded Assets in whatever manner Buyers may elect; provided, Buyer may however, that to the extent Buyers transfer or otherwise dispose of any such remaining Excluded AssetsAssets following the applicable CIC Conversion Date and prior to the 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 disposal.