Removal of Tangible Assets. (a) Except as may be otherwise provided in the Transition Services Agreement, or otherwise agreed to by the Parties, all tangible Spinco Assets that are located at any sites of Burgundy or its Subsidiaries that are not Spinco Active Sites will be moved as promptly as practicable after the Business Transfer Time from such sites, at Spinco’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Burgundy Group and to not cause damage to such facility, and such member of the Burgundy Group will provide reasonable access to such facility to effectuate same. Spinco will remove any Spinco Assets that remain at any such sites in connection with the performance of services under the Transition Services Agreement 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 Transition Services Agreement or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the Spinco Active Sites will be moved as promptly as practicable after the Business Transfer Time from such facilities, at Burgundy’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Spinco Group and to not cause damage to such Spinco Facility, and such member of the Spinco Group will provide reasonable access to such Spinco Facility to effectuate such movement. Burgundy will remove any Excluded Assets that remain at any such Spinco Active Sites in connection with the performance of services under the Transition Services Agreement as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence.
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Samples: Separation Agreement (Georgia Gulf Corp /De/), Separation Agreement (PPG Industries Inc)
Removal of Tangible Assets. (a) Except as may be otherwise provided in the Transition Services AgreementTSA, or otherwise agreed to by the Parties, all tangible Spinco Assets that are located at any sites of Burgundy or its Subsidiaries that are not Non-Spinco Active Sites Facilities will be moved as promptly as practicable after the Business Transfer Time from such sitesfacilities, at SpincoParent’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Burgundy Parent Group and to not cause damage to such facility, and such member of the Burgundy Parent Group will provide reasonable access to such facility to effectuate same. Spinco will remove any Spinco Assets that remain at any such sites facilities in connection with the performance of services under the Transition Services Agreement 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 Transition Services Agreement TSA or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the Spinco Active Sites Facilities will be moved as promptly as practicable after the Business Transfer Time from such facilities, at BurgundyParent’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Spinco Group and to not cause damage to such Spinco Facility, and such member of the Spinco Group will provide reasonable access to such Spinco Facility to effectuate such movement. Burgundy Parent will remove any Excluded Assets that remain at any such Spinco Active Sites Facilities in connection with the performance of services under the Transition Services Agreement TSA as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence.
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Removal of Tangible Assets. (a) Subject to the terms of the Kunshan MSA or the Czestochowa MSA (as applicable), the Parties will cause the Non-AVS Facility Equipment to be moved from the Kunshan Facility and the Czestochowa Facility as promptly as reasonably practicable after the termination of the services applicable to such Non-AVS Facility Equipment under the Kunshan MSA or the Czestochowa MSA, as applicable, at Acquiror’s expense, and in a manner so as not to cause damage to such Non-AVS Facility Equipment to a location designated in writing by Acquiror. Acquiror will be responsible for the installation of such property within its facilities. NAI-1504903777v10
(b) Except as may be otherwise provided in the Transition Services AgreementTSA, the Kunshan MSA, the Czestochowa MSA or otherwise agreed to in writing by the Parties, all tangible Spinco Excluded Assets that are located at any sites of Burgundy or its Subsidiaries that are not Spinco Active Sites the AVS Facilities will be moved removed from such facilities prior to the Closing (or as promptly as reasonably practicable after the Business Transfer Time from such sitesthereafter), at SpincoSeller’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Burgundy Acquiror Group and to not cause damage to such facilityAVS Facility, and such member of the Burgundy Acquiror Group will will, during normal business hours and upon reasonable prior written notice, provide reasonable access as applicable to such facility AVS Facility to effectuate samesuch movement. Spinco Seller will remove any Spinco Excluded Assets that remain at any such sites AVS Facilities in connection with the performance of services under the Transition Services Agreement TSA, the Kunshan MSA and the Czestochowa MSA as promptly as reasonably 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 Transition Services Agreement or otherwise agreed to by the Parties, all tangible Excluded Assets that are located at any of the Spinco Active Sites will be moved as promptly as practicable after the Business Transfer Time from such facilities, at Burgundy’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Spinco Group and to not cause damage to such Spinco Facility, and such member of the Spinco Group will provide reasonable access to such Spinco Facility to effectuate such movement. Burgundy will remove any Excluded Assets that remain at any such Spinco Active Sites in connection with the performance of services under the Transition Services Agreement as promptly as practicable after the termination of such service pursuant to the same terms and conditions stated in the immediately preceding sentence.
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Samples: Asset Purchase Agreement (Cooper-Standard Holdings Inc.)