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. Premier, at its sole cost and expense, shall cause the Purchased Assets to be removed from the Premises on or prior to the Termination Date, during normal business hours upon prior written notice to Lexington. Premier shall be responsible for any and all damages caused by the removal of the Purchased Assets from the Premises. In the event that Premier fails to remove the Purchased Assets as provided in this Section 3, Premier shall be responsible for paying a monthly storage fee in the amount of $12,500 for any month or part thereof while any Purchased Assets remain on the Premises. In addition, in the event Premier fails to remove the Purchased Assets as provided in this Section 3, Lexington, in its sole discretion, may remove such Purchased Assets, and Premier shall be responsible for the costs and expenses of such removal and any storage costs incurred by Lexington after such Purchased Assets are so removed from the Premises.
Removal of Purchased Assets. Purchaser agrees to assume responsibility for, and pay all expenses in connection with, removing, transporting and relocating any Purchased Assets which, at the Closing, are located at any of 3M’s facilities. Such removal shall be completed as stated in the TCMA. 3M agrees to give Purchaser, its agents and employees access to such facilities at reasonable times and upon reasonable notice for purposes of removing such Purchased Assets. Purchaser agrees that 3M shall have the right to approve the contractor(s) selected by Purchaser to remove any Purchased Assets, which approval shall not be unreasonably withheld by 3M. 3M shall have no liability to Purchaser in connection with the storage at, or removal from, such facilities of the Purchased Assets after the Closing, and risk of loss with respect to such Purchased Assets shall pass to Purchaser at the Closing. Purchaser shall be responsible for the costs of repairing any damage to such facilities resulting from the removal of the Purchased Assets therefrom.
Removal of Purchased Assets. Buyer shall take control of the Purchased Assets immediately following Closing and shall, on or before May 4, 2001 remove the Purchased Assets from the Seller's facility. Buyer shall only be obligated to cap the electrical lines, gas lines and all compressor lines, if any, at the machine disconnect. Buyer shall not be responsible for cleaning the Seller's facility or for removal of any items not included in the Purchased Assets. Buyer shall also not be responsible for damages to Seller resulting from Buyer's failure to remove the Purchased Assets from Seller's facility on or before May 4, 2001 if such failure is the result of actions outside of Buyer's control. Buyer shall be liable for any damages caused to any building, facility or surrounding docks, land, or structure as a result of Buyer's or Buyer's agents negligence in the removal of the Purchased Assets.
Removal of Purchased Assets. The Seller shall permit access by the Asset Acquiror following Closing to those locations not leased or transferred to the Asset Acquiror to enable the Asset Acquiror to remove Purchased Assets from such locations.
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. (a) Buyer agrees to remove the Purchased Assets from the Property at its sole cost, expense and liability.
(b) In the event Buyer fails to satisfy its obligations set forth in the foregoing subsection, Seller shall have the right to perform, or engage third parties to perform, Buyer’s obligations thereunder. In such event, Buyer shall pay or promptly reimburse to Seller all costs incurred by Seller, including internal costs, costs of counsel and costs of third party contractors engaged by Seller, to cause the satisfaction of Buyer’s obligations.
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.
(b) The Purchaser covenants and agrees with Celestica Corp that prior to the date of termination of the Supply Agreement it will not, without the prior written consent of Celestica Corp, remove the Corp Fixed Assets, or suffer or permit the Corp 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 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. Such of the Purchased Assets as constitute tangible assets are located at the addresses set forth on Schedule B attached hereto. Purchaser shall remove, or arrange for the removal of, such Purchased Assets from such premises on or before the tenth (lOth) day (the "Removal Date") following the Closing. All expenses and costs incurred in connection with such removal, including transportation and insurance, shall be the responsibility of Purchaser; provided that Borrower or Seller, as applicable, shall pay, or cause to be paid, all storage charges and other warehouse expenses that are outstanding with respect to the Purchased Assets to and including the Removal Date. 4.
