Common use of Removal of Tangible Assets Clause in Contracts

Removal of Tangible Assets. (a) Except as may be otherwise provided in the Ancillary Agreements or otherwise agreed to by the Parties, all tangible AppLogiq Assets that are located at any facilities of any member of the Logiq Group that are not AppLogiq Facilities will be moved as promptly as practicable after the Business Transfer Time from such facilities, at Lova’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Logiq Group and to not cause damage to such facility, and such member of the Logiq Group will provide reasonable access to such facility to effectuate same. Lova will remove any AppLogiq Assets that remain at any such facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence. (b) Except as may be otherwise provided in the TSA or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the AppLogiq Facilities will be moved as promptly as practicable after the Business Transfer Time from such facilities (unless such facility is being leased from Lova or is being stored per agreement), at Logiq’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the AppLogiq Group and to not cause damage to such AppLogiq Facility, and such member of the AppLogiq Group will provide reasonable access to such AppLogiq Facility to effectuate such movement. Logiq will remove any Excluded Assets that remain at any such AppLogiq Facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence.

Appears in 2 contracts

Samples: Separation Agreement (Lovarra), Separation Agreement (Logiq, Inc.)

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Removal of Tangible Assets. (a) Except as may be otherwise provided in the Ancillary Agreements or otherwise agreed to by the PartiesParties in writing, all tangible AppLogiq Wimbledon Assets that are located at any facilities of any member of the Logiq Seller Group that are not AppLogiq Wimbledon Facilities will be moved prior to the Closing to a Wimbledon Facility. If such Wimbledon Assets are not moved prior to the Closing, then Seller shall cause such Wimbledon Assets to be moved as promptly as practicable after the Business Transfer Time Closing Date from such facilities, at LovaSeller’s expense and delivered to a facility of Acquiror, as directed by Acquiror, and in a manner so as not to unreasonably interfere with the operations of any member of the Logiq Group and to not cause substantial damage to such facilityWimbledon Assets (provided, and that Acquiror shall be responsible for the installation of such member of the Logiq Group will provide reasonable access to such facility to effectuate sameproperty within its facilities. Lova Acquiror will remove any AppLogiq Wimbledon Assets that remain at any such facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence. (b) Except as may be otherwise provided in the TSA or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the AppLogiq Wimbledon Facilities will be moved as promptly as practicable after the Business Transfer Time Closing from such facilities (unless such facility is being leased from Lova or is being stored per agreement)facilities, at LogiqSeller’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the AppLogiq Acquiror Group and to not cause substantial damage to such AppLogiq Wimbledon Facility, and such member of the AppLogiq Acquiror Group will provide reasonable access to such AppLogiq Wimbledon Facility to effectuate such movement. Logiq Seller will remove any Excluded Assets that remain at any such AppLogiq Wimbledon Facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence.

Appears in 2 contracts

Samples: Transaction Agreement (Kellogg Co), Transaction Agreement (Kellogg Co)

Removal of Tangible Assets. (a) Except as may be otherwise provided in the Ancillary Agreements or otherwise agreed to by the PartiesParties in writing, all tangible AppLogiq Acquired Assets that are located at any facilities of any member of the Logiq Seller Group that are not AppLogiq Rochas Facilities will be moved prior to the Closing to a Rochas Facility. If such Acquired Assets are not moved prior to the Closing, then Seller will cause such Acquired Assets to be moved as promptly as reasonably practicable after the Business Transfer Time Closing Date from such facilitiesfacilities to a Rochas Facility, at LovaSeller’s expense and in a manner so as not to cause substantial damage to such Acquired Assets, provided, that Acquiror will be responsible for the installation of such property within its facilities. Any damage to the Acquired Assets or the Rochas Facilities resulting from such moves shall be paid by Seller at the Closing. (b) Except as otherwise agreed to by the Parties, all tangible Excluded Assets (if any) that are located at any of the Rochas Facilities will be removed from such facilities prior to the Closing (or as promptly as reasonably practicable thereafter), at Seller’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Logiq Acquiror Group and to not cause substantial damage to such facility, and such member of the Logiq Group will provide reasonable access to such facility to effectuate same. Lova will remove any AppLogiq Assets that remain at any such facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence. (b) Except as may be otherwise provided in the TSA or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the AppLogiq Facilities will be moved as promptly as practicable after the Business Transfer Time from such facilities (unless such facility is being leased from Lova or is being stored per agreement), at Logiq’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the AppLogiq Group and to not cause damage to such AppLogiq Rochas Facility, and such member of the AppLogiq Acquiror Group will provide reasonable access as applicable to such AppLogiq Rochas Facility to effectuate such movement. (c) Should Seller fail to remove the Excluded Assets as required by this Section 4.11, Acquiror shall have the right, but not the obligation, (a) to remove the Excluded Assets at Seller's sole cost and expense; (b) to store the Excluded Assets and to charge Seller all storage costs associated therewith; (c) to treat the Excluded Assets as unclaimed and to proceed to dispose of the same under the laws governing unclaimed property; or (d) to exercise any other right or remedy conferred by this Agreement or otherwise available at law or in equity. Logiq will remove Seller shall promptly reimburse Acquiror for all costs and expenses incurred by Acquiror in connection with any Excluded Assets that remain at any such AppLogiq Facilities in connection with not removed by Seller on or before the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentenceClosing Date.

Appears in 2 contracts

Samples: Transaction Agreement (Inter Parfums Inc), Transaction Agreement

Removal of Tangible Assets. (a) Except as may be otherwise provided Prior to the Business Transfer Time, the Parties will discuss in good faith the Ancillary Agreements or otherwise agreed process and timing for moving to by the Parties, a Galleria Facility all tangible AppLogiq Galleria Assets that are located at any facilities of any member of the Logiq Parent Group that are not AppLogiq Galleria Facilities and are reasonably able to be moved, including the feasibility of moving such Galleria Assets prior to the Business Transfer Time. Following such discussions, Parent will determine whether such Galleria Assets should be moved prior to or at the Business Transfer Time, and Parent will cause such Galleria Assets to be moved at the applicable time from such facilities to a Galleria Facility (except, in the case of any Galleria Assets that are utilized by Parent in connection with the performance of a service under the Transition Services Agreement, which will be moved removed as promptly as reasonably practicable following the termination of such service and in accordance with the Transition Services Agreement). Any move of Galleria Assets pursuant to this Section 5.18, whether prior to or after the Business Transfer Time Time, will be in a manner so as not to cause substantial damage to such Galleria Assets; provided, that Acquiror will be responsible for the installation of such property within SplitCo’s facilities. (b) Except as may be otherwise provided in the Transition Services Agreement or otherwise agreed to by the Parties, all tangible Excluded Assets (if any) that are located at any of the Galleria Facilities will be removed from such facilitiesfacilities prior to the Closing, at LovaParent’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Logiq Acquiror Group and to not cause substantial damage to such facilityGalleria Facility; provided, and such member of the Logiq Group will provide reasonable access to such facility to effectuate same. Lova that Parent will remove any AppLogiq Excluded Assets that remain at any such facilities Galleria Facilities in connection with the performance of services under the TSA Transition Services Agreement as promptly as reasonably practicable after the termination of such service pursuant to the same terms and conditions stated above in the immediately preceding sentencethis Section 5.18(b). (b) Except as may be otherwise provided in the TSA or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the AppLogiq Facilities will be moved as promptly as practicable after the Business Transfer Time from such facilities (unless such facility is being leased from Lova or is being stored per agreement), at Logiq’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the AppLogiq Group and to not cause damage to such AppLogiq Facility, and such member of the AppLogiq Group will provide reasonable access to such AppLogiq Facility to effectuate such movement. Logiq will remove any Excluded Assets that remain at any such AppLogiq Facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence.

Appears in 2 contracts

Samples: Transaction Agreement (Coty Inc.), Transaction Agreement (PROCTER & GAMBLE Co)

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Removal of Tangible Assets. (a) Except as may be otherwise provided in the Ancillary Agreements Purchase Agreement or otherwise agreed the other Transaction Documents, Sasol Chemicals shall use reasonable best efforts to by move, prior to the PartiesSeparation Date, all tangible AppLogiq Transferred Assets that are located at any sites or facilities other than sites or facilities that shall be owned or leased by NewCo or on which NewCo will have a servitude for such Transferred Assets after the Separation Time to such sites or facilities that shall be owned or leased by NewCo or on which NewCo will have a servitude for such Transferred Assets after the Separation Time. If Sasol Chemicals is unable to move all such tangible Transferred Assets prior to the Separation Date, Sasol Chemicals shall move all such tangible Transferred Assets as promptly as reasonably practicable after the Separation Time, at Sasol Chemicals’ expense and in a manner so as not to unreasonably interfere with the operations of NewCo or cause damage to such site or facility owned or leased by NewCo. NewCo and any applicable member of the Logiq Sasol Group shall provide reasonable access to its applicable sites and facilities to effectuate such move. (b) Except as otherwise provided in the Purchase Agreement or the other Transaction Documents, Sasol Chemicals shall use reasonable best efforts to remove, prior to the Separation Date, all tangible Retained Assets that are not AppLogiq Facilities will located at any sites or facilities that shall be moved owned or leased by NewCo after the Separation Time. If Sasol Chemicals is unable to move all such tangible Retained Assets prior to the Separation Date, Sasol Chemicals shall remove all such tangible Retained Assets as promptly as reasonably practicable after the Business Transfer Time from such facilitiesSeparation Time, at LovaSasol Chemical’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Logiq Group and to not NewCo or cause damage to such facility, and such member of the Logiq Group will site or facility owned or leased by NewCo. NewCo shall provide reasonable access to such facility to effectuate same. Lova will remove any AppLogiq Assets that remain at any such its applicable sites and facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence. (b) Except as may be otherwise provided in the TSA or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the AppLogiq Facilities will be moved as promptly as practicable after the Business Transfer Time from such facilities (unless such facility is being leased from Lova or is being stored per agreement), at Logiq’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the AppLogiq Group and to not cause damage to such AppLogiq Facility, and such member of the AppLogiq Group will provide reasonable access to such AppLogiq Facility to effectuate such movement. Logiq will remove any Excluded Assets that remain at any such AppLogiq Facilities in connection with the performance of services under the TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentenceremoval.

Appears in 1 contract

Samples: Business Separation Agreement

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