Removal of Purchased Assets. Promptly but in any event no later than sixty (60) calendar days following the Closing Date, the Purchaser will (a) prepare for relocation such Purchased Assets located at any facilities currently occupied by the Sellers or any Affiliate of the Sellers (each such facility, a “Seller Facility”) and relocate such Purchased Assets from the relevant Seller Facility and (b) be responsible for all data transfer, delivery, transmission and reformatting expenses related to the acquisition of the Purchased Assets; provided that if Purchaser does not relocate the Purchased Assets within 60 calendar days after the Closing Date, Purchaser will following that date begin to pay reasonable fees for storing such Purchased Assets and after 120 calendar days after the Closing Date, Sellers may ship such Purchased Assets to Purchaser at Purchaser’s reasonable expense. Subject to the provisions of this Agreement, the Sellers will, and will cause their Affiliates to, cooperate with the Purchaser and provide the Purchaser all assistance reasonably requested by the Purchaser in connection with the planning and implementation of the transfer of any Purchased Assets or any portion of any of them to such location as the Purchaser will designate. The Purchased Assets will be transported by or on behalf of the Purchaser, and until all of the Purchased Assets are removed from a Seller Facility, the Sellers will permit, and will cause their Affiliates to permit, the Purchaser and its authorized agents or representatives, upon prior notice, to have reasonable access to such Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Purchased Assets for transport. The Purchaser will be responsible for transporting and reinstalling the Purchased Assets at such location(s) as the Purchaser will determine. All risk of loss as to the Purchased Assets will be borne by, and will pass to, the Purchaser as of the Closing. After the Closing Date, Purchaser will be able to remove any Purchased Assets that are in the possession, custody or control of any Person other than Sellers from the location at which such Person has possession, custody or control of such Purchased Assets without the payment of any fees or expenses by Purchaser to such Person, other than any such fees and expenses that may arise from new arrangements entered into directly between Purchaser and such Persons.
Removal of Purchased Assets. Purchaser shall arrange for and bear all costs (not including the costs of Seller’s personnel or occupancy costs of Seller’s premises) incurred in connection with the removal of the Purchased Assets from Seller’s premises. Seller will cooperate with Purchaser in the removal of the Purchased Assets from Seller’s premises, including, without limitation, by providing Purchaser with reasonable access to Seller’s premises after the Closing (provided that such access is pre-arranged with Seller in advance and during normal working hours of Seller); provided that Purchaser shall complete its removal of the Purchased Assets from Seller’s premises not later than thirty (30) days following the Closing, or as otherwise mutually agreed to by Seller and Purchaser after the Closing.
Removal of Purchased Assets. The Purchaser acknowledges that the Purchased Assets are being stored, as of the date of this Agreement and shall continue to be stored until Closing by the Vendor on the Québec Gatineau Railway. The Vendor shall use its commercially reasonable efforts, including the payment of outstanding storage fees, if any, to obtain the Railway Release by no later than Closing and the Purchaser shall cooperate with the Vendor to obtain such release. After Closing, the Purchaser shall be entirely responsible for obtaining access to the Québec Gatineau Railway, removing the Purchased Assets from the Québec Gatineau Railway, transporting the Purchased Assets offsite and supplying all equipment, personnel and materials required to carry out the foregoing, all at the Purchaser’s own risk and peril and at the Purchaser’s sole cost and expense. The Purchaser acknowledges that the Vendor shall have no responsibility or liability of any kind or nature whatsoever in connection with the Purchaser accessing the Québec Gatineau Railway, the removal and transportation of the Purchased Assets from the Québec Gatineau Railway or the continued storage of the Purchased Assets on the Québec Gatineau Railway, and that there shall be no adjustment to the Purchase Price as a result of any degradation in value of the Purchased Assets after Closing or the Purchaser’s abandonment of any of the Purchased Assets after Closing.
Removal of Purchased Assets. Prior to 7 p.m. on January 28, 1997, Purchaser shall remove the Purchased Assets from the Seller's facility at 00000 X. Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx (the "Facility"), except that Purchaser may leave the telephone system and the appropriate office furniture for one receptionist at the Facility until 7 p.m. on January 29, 1997 (the "Vacancy Date"). To the extent the Purchased Assets are moved after the Closing Date, they shall be moved during normal business hours without interference with the operations at the Facility and without damage to the Facility. The Purchaser and the Seller shall pay equally all out-of-pocket expenses to third parties in connection with such move up to an aggregate of $30,000, including expenses of packing and moving incurred by Seller prior to the date hereof and storage costs incurred from the date hereof until and including the Vacancy Date ("Moving Expenses"). Storage expenses incurred by Seller prior to the date hereof shall be the sole obligation of Seller and storage expenses incurred by the Purchaser after the Vacancy Date shall be the sole obligation of the Purchaser. To the extent such aggregate expenses exceed $30,000, the parties will negotiate in good faith the payment of such excess. The Purchaser shall pay Seller $10,000 per day for each day the Purchased Assets remain at the Facility after the Vacancy Date, in addition to Seller's reasonable moving expenses incurred to remove any remaining Purchased Assets from the Facility. In addition, if the Purchaser has not removed the Purchased Assets by the Vacancy Date, Seller shall have the right to remove the Purchased Assets from the Facility at the Purchaser's risk with the reasonable expenses of such move paid by the Purchaser.
Removal of Purchased Assets. FROM THE ROCKFORD FACILITY. Balxxxx Xxkel shall, at its sole cost and expense, during the sixty (60) days following the Closing Time or until ten (10) days following such later date as Balxxxx Xxkel has completed all of its undertakings as provided in Section 8.12 hereof, provide commercially reasonable assistance and the necessary personnel for purposes of crating, packaging and gathering those Purchased Assets located at the Rockford Facility on the loading dock of the Rockford 103 118 Facility. All costs for removal, including the cost of freight for removal, of such Purchased Assets from the loading dock of the Rockford Facility shall be at MEGTEC's sole cost and expense. Without limiting the generality of the foregoing, such assistance shall include the following:
Removal of Purchased Assets. As referenced under Section 7.6, within ten days (10) following Closing, Buyer will arrange for the removal and transportation of Equipment and other Purchased Assets noted in Section 1.1 (i) through (x) from Martin's facilities to Buyer's facilities. Buyer will complete the remoxxx xx xhe Equipment from Martin's facilities prior to January 31, 2002. Buyer will complete the xxxxxxx of the Inventory and other Purchased Assets (except the Equipment) from Martin's facilities prior to February 28, 2002. The foregoing time framxx xxxx apply unless delay in performance is occasioned by acts or events beyond Buyer's control including, but not limited to, fire, earthquake, strikes, acts of war, or acts of God.
Removal of Purchased Assets. (a) Buyer agrees to remove the Purchased Assets from the Property at its sole cost, expense and liability.
Removal of Purchased Assets. (a) The Purchaser covenants and agrees with Celestica International that it will not, without the prior written consent of Celestica International, remove the International Fixed Assets, or suffer or permit the International Fixed Assets to be removed, from the respective locations at which they are located on the date hereof until the earlier of (i) the expiry of the Initial Term of the Supply Agreement and (ii) the effective date of a termination of the Supply Agreement by Dynamo Power System (USA) LLC permitted pursuant to Section 24.2 of the Supply Agreement.
Removal of Purchased Assets. Seller shall afford to Purchaser the opportunity to, and Purchaser at its sole cost and expense shall, remove or cause to be removed from the Sellers’ premises in San Diego, California all of the tangible Purchased Assets located on such premises within seven calendar days after the Closing Date. Purchaser agrees it shall be responsible for any damage to the Purchased Assets or the premises during such removal. To the extent that Purchaser requires or requests services of Sellers’ employees in connection with the delivery or removal of such assets after the Closing or for any other purpose, Purchaser agrees to pay the reasonable and customary costs of such employees for such assistance. In addition, Sellers shall afford Purchaser access to, and allow Purchaser to obtain, all intangible Purchased Assets located on Excluded Assets described in item 2 of Schedule 2.2(v).
Removal of Purchased Assets. Seller agrees not to terminate its real --------------------------- estate lease for the Leased Real Property or its real estate lease for the property located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Xxxxxx Property") --------------- for a period of sixty days following the Closing Date and shall permit Buyer access, during normal business hours, to the Leased Real Property and the Xxxxxx Property during such sixty-day period to remove the Purchased Assets. Buyer shall have full responsibility to the landlords for the Leased Real Property for any failure to remove any Purchased Asset from any of those premises, and to Seller as well as the landlords for the Leased Real Property for any damage or loss caused by Buyer in connection with Buyer's removal of any Purchased Asset from those premises or access to those premises (including, but not limited to, Buyer's removal of any fixture or improvement at the Leased Real Property that prior to the Closing was not owned by Seller, and any repair to the premises necessitated by Buyer's removal of any fixtures or improvements from the Leased Real Property).
