Common use of Removal of Purchased Assets Clause in Contracts

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. Promptly but (1) The Purchaser shall be entirely responsible for removing the Purchased Assets from the Xxxxxx Mine site, transporting the Purchased Assets offsite and supplying all equipment, personnel and materials required to carry out the foregoing pursuant to and in accordance with the terms of this Agreement and any event access agreement contemplated by Section 5.1. (2) The Purchaser acknowledges that the Vendors shall have no later than sixty responsibility or liability of any kind or nature whatsoever in connection with the Purchaser accessing the Xxxxxx Mine site or the removal and transportation of the Purchased Assets from the Xxxxxx Mine site. (603) calendar days following Unless otherwise agreed in writing by the Closing DateVendors, the Purchaser will (a) prepare for relocation such shall ensure that the Purchased Assets located at the Xxxxxx Mine site are removed no later than the Removal Deadline. Without limitation to any facilities currently occupied by the Sellers other rights or any Affiliate remedies of the Sellers (each such facilityVendors whether contained herein or otherwise at law, 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 has not removed all of the Purchased Assets are removed from the Xxxxxx Mine by the Removal Deadline, then the Purchaser shall transfer to the Vendors all its right, title and interest in and to any of the Purchased Assets remaining at the Xxxxxx Mine at such time in consideration for the payment by the Vendors of $1.00. The Purchaser acknowledges that there shall be no adjustment to the Purchase Price as a Seller Facilityresult of its abandonment of any such Purchased Assets and the transfer of title thereof to the Vendors. (4) Prior to conducting any Removal Activity, the Sellers Purchaser will permitprovide to the Vendors, or cause the Purchaser’s Representatives to provide to the Vendors, a description of the proposed Removal Activity, including the nature of such Removal Activity, the expected duration of such Removal Activity and the identity of the Representatives of the Purchaser, if any, that will require access to the Xxxxxx Mine site in connection with such Removal Activity. (5) Access to the Xxxxxx Mine site and conduct of the Removal Activities shall be made during normal business hours (7 AM to 6 PM (Newfoundland & Labrador time)) or as otherwise agreed upon by the Purchaser and the Vendors. (6) The Purchaser will not, and will cause their Affiliates its Representatives not to, interfere with the work and operation activities of the Vendors on the Xxxxxx Mine site, including with the Removal Activities related to permit, other assets of the Vendors located on or about the Xxxxxx Mine site. (7) The Purchaser and its authorized agents Representatives will only use their own equipment to conduct the Removal Activities and may not use the Vendors’ equipment or representatives, assets unless agreed upon prior notice, to have reasonable access to such Seller Facility during normal business hours to by 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 PersonsVendors.

Removal of Purchased Assets. Promptly but in Buyer shall remove all Purchased Assets, other than finished goods, from the Seller's premises within fifteen (15) working days after the date of Closing ("Initial Removal Period"). If any event no later than such Purchased Assets remain on the Seller's premises after the Initial Removal Period and the failure to remove same within the allotted time is not due to the fault of the Seller, Buyer shall pay Seller Five Hundred Dollars ($500.00) per day for each day after the Initial Removal Period that any of the Purchased Assets remain within any building on the Seller's premises. All Purchased Assets that are finished goods located on Seller's premises shall be removed from Seller's premises within sixty (60) calendar working days following after the date of Closing Date, the Purchaser will (a) prepare for relocation such "Final Removal Period"). If any finished goods that are Purchased Assets located remain on Seller's premises after the Final Removal Period, Buyer shall pay to Seller One Hundred Dollars ($100.00) per day for each day that such finished goods remain on Seller's premises. Seller agrees, at any facilities currently occupied by no cost to Buyer, to prepare the Sellers or any Affiliate of the Sellers (each such facility, a “Seller Facility”) and relocate such Purchased Assets from the relevant for shipment and load same onto trucks or trailers furnished by Buyer (or as may be furnished by Seller). At Buyer’s request Seller Facility and (b) be responsible for shall furnish trucks and/or trailers to transport all data transfer, delivery, transmission and reformatting expenses related to the acquisition or part of the Purchased Assets; provided assets. There shall be no cost to Buyer to use Seller’s trailers, but if Seller’s truck or trucks, with driver are used, Buyer shall pay to Seller the sum of $400.00 for each load transported by such truck and driver. Notwithstanding the fact 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 remain on Seller's premises after Closing, Buyer shall have risk of loss or on behalf of the Purchaserdamage thereto from and after Closing, and until all Seller shall not be liable to Buyer for any such loss or damage to any 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 gross negligence or control intentional misconduct of such Purchased Assets without the payment of any fees Seller 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 Personsits employees.

Removal of Purchased Assets. Promptly but in any event no later than sixty (60) calendar days following Prior to 7 p.m. on January 28, 1997, Purchaser shall remove 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 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 and until 7 p.m. on January 29, 1997 (b) be responsible for all data transfer, delivery, transmission and reformatting expenses related to the acquisition of "Vacancy Date"). To the Purchased Assets; provided that if Purchaser does not relocate extent the Purchased Assets within 60 calendar days are moved 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 they shall 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 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 necessary to disconnectsuch aggregate expenses exceed $30,000, detach, remove, package and crate 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 for transportremain 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. The In addition, if the Purchaser will be responsible for transporting and reinstalling has not removed the Purchased Assets at such location(s) as by the Purchaser will determine. All risk of loss as Vacancy Date, Seller shall have the right to remove 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 Facility at which such Person has possession, custody or control the Purchaser's risk with the reasonable expenses of such Purchased Assets without move paid by 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 PersonsPurchaser.

Removal of Purchased Assets. Promptly 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: (a) Balxxxx Xxkel shall, at its sole cost and expense, gather, package, crate and otherwise prepare the Inventories included in such Purchased Assets and not otherwise used in connection with Section 8.12 hereof, to be shipped from the Rockford Facility's loading dock. MEGTEC shall provide Balxxxx Xxkel with instructions regarding the timing of when this is to occur, 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 Balxxxx Xxkel's completion of the Sellers (each such facility, a “Seller Facility”) and relocate such Purchased Assets from the relevant Seller Facility and (b) its obligations pursuant to Section 8.12 hereof. MEGTEC shall be responsible for all data transferfreight, delivery, transmission transportation and reformatting expenses related other costs with respect to removal of such Inventories from the Rockford Facility's loading dock and the delivery thereof to the acquisition destination designated by MEGTEC; (b) Upon the completion of those Designated Enkel Customer Contracts to be completed by Balxxxx Xxkel pursuant to Section 8.12 hereof, Balxxxx Xxkel shall at its sole cost and expense, dismantle, crate and otherwise prepare for shipment, the Purchased Assets; provided that if Purchaser does not relocate the Purchased Fixed Assets included within 60 calendar days after the Closing Date, Purchaser will following that date begin to pay reasonable fees for storing such Purchased Assets for transfer to MEGTEC. MEGTEC shall be responsible for all freight, transportation and after 120 calendar days after other costs with respect to the removal of such Fixed Assets from the Rockford Facility's loading dock and the delivery thereof to the destination designated by MEGTEC; (c) Subsequent to the Closing DateTime, Sellers may ship Balxxxx Xxkel shall provide reasonable assistance to MEGTEC with assembling, labeling and otherwise identifying equipment drawing packages, engineering files, customer order files and other Business Records included within such Purchased Assets to Purchaser at Purchaser’s reasonable expense. Subject for shipment from the Rockford Facility to the provisions of this Agreementdestination designated by MEGTEC. MEGTEC shall be responsible for all freight, the Sellers will, transportation and will cause their Affiliates to, cooperate other costs 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 respect to the extent necessary removal of all such records from the Rockford Facility's loading dock and the delivery thereof to disconnectthe destination designated by MEGTEC. MEGTEC shall pay Balxxxx Xxkel Thirty-Five Thousand Dollars ($35,000) therefor; and 104 000 (x) Xxbsequent to the Closing Time, detachBalxxxx Xxkel shall provide reasonable assistance to MEGTEC with assembling, removelabeling and otherwise identifying service, package accounting, customer, personnel, purchasing and crate the all other files and records included within such Purchased Assets for transportshipment from the Rockford Facility to MEGTEC's designated location. The Purchaser will MEGTEC shall be responsible for transporting all freight, transportation and reinstalling the Purchased Assets at such location(s) as the Purchaser will determine. All risk of loss as other costs with respect to the Purchased Assets will be borne by, and will pass to, the Purchaser as removal of the Closing. After the Closing Date, Purchaser will be able to remove any Purchased Assets that are in the possession, custody or control all of any Person other than Sellers such records from the location at which such Person has possession, custody or control of such Purchased Assets without Rockford Facility's loading dock and the payment of any fees or expenses delivery thereof to the destination designated 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 PersonsMEGTEC. MEGTEC shall pay Balxxxx Xxkel Fifteen Thousand Five Hundred Dollars ($15,500) therefor.