Common use of Removing Excluded Assets Clause in Contracts

Removing Excluded Assets. On or before the Closing Date, the Seller shall remove from the Facility and the Real Property all Excluded Assets as well as any assets and equipment that, as of the Effective Date, are located at the Project and are owned or leased by an Affiliate of the Project Company or some other third party (“Third-Party Assets”). All Third-Party Assets valued in excess of one hundred thousand U.S. dollars ($100,000) are set forth in Section 7.15 of the Seller’s Disclosure Statement. Such removal shall be undertaken in such manner as to avoid any damage to the Facility and other Assets and any disruption of the business operations of the Project Company after the Closing. The cost of any damage to the Facility or any other Assets resulting from such removal shall be paid by the Seller at the Closing. Should the Seller fail to remove the Excluded Assets and Third-Party Assets as required by this Section 7.15, the Purchaser shall have the right, but not the obligation, (a) to remove the Excluded Assets and Third-Party Assets at the Seller’s sole cost and expense; (b) to store the Excluded Assets and Third-Party Assets as unclaimed and to charge the Seller all storage costs associated therewith; (c) thirty (30) days after the Closing Date, to treat the Excluded Assets and Third-Party Assets, except for those Third-Party Assets owned by third parties that are not Affiliates of the Project Company, 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. The Seller shall promptly reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with any Excluded Assets and Third-Party Assets not removed by the Seller on or before the Closing Date.

Removing Excluded Assets. On or before Within a reasonable time, but no later than the sixtieth (60th) day following the Closing Date, the Seller Sellers shall remove from the Facility and the Real Property all Excluded Assets as well as any assets from all Transferred Stores and equipment that, as of Properties (except to the Effective Date, are located at the Project and are owned extent Buyer subleases or leased by an Affiliate of the Project Company or some other third party (“Third-Party Assets”licenses space to either Seller). All Third-Party Assets valued in excess of one hundred thousand U.S. dollars ($100,000) are set forth in Section 7.15 of the Seller’s Disclosure Statement. Such removal shall be undertaken done in such manner as to avoid any damage to the Facility Transferred Stores and other Assets Properties and any disruption of the business operations of the Project Company to be conducted by Buyer after the Closing. The cost of any Any damage to the Facility Assets or any other Assets to the Transferred Stores and Properties resulting from such removal shall be paid by the Seller at the ClosingSellers promptly. Should the Seller Sellers fail to remove the Excluded Assets and Third-Party Assets as required by this Section 7.1514.3 or to advise Buyer how the Excluded Assets should be handled (at Seller's sole cost and expense) within 15 days of receipt by Principal Seller of a written notice specifying the location and nature of the Excluded Assets, the Purchaser Buyer shall have the right, but not the obligation, (a) to remove the Excluded Assets and Third-Party Assets at the Seller’s sole Sellers' cost and expense; (b) to store the Excluded Assets and Third-Party Assets as unclaimed and to charge the Seller Sellers all storage costs associated therewith; (c) thirty (30) days after the Closing Date, to treat the Excluded Assets and Third-Party Assets, except for those Third-Party Assets owned by third parties that are not Affiliates of the Project Company, 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. The Seller shall promptly reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with any equity or (e) to dispose of such Excluded Assets at its sole cost and Third-Party Assets not removed by the Seller on or before the Closing Dateexpense and without further obligation therefor to Sellers.

Removing Excluded Assets. On or before the Closing Date, the Seller shall remove from the Facility and the Real Property all Excluded Assets as well as any assets and equipment that, as of the Effective Date, are located at the Project and are owned or leased by an Affiliate of the Project Company or some other third party (“Third-Party Assets”). All Third-Third Party Assets valued in excess of one hundred thousand U.S. dollars ($100,000) are set forth in Section 7.15 7.17 of the Seller’s Disclosure StatementSchedule. Such removal shall be undertaken in such manner as to avoid any damage to the Facility and other Assets and any disruption of the business operations of the Project Company after the Closing. The cost of any damage to the Facility or any other Assets resulting from such removal shall be paid by the Seller at the Closing. Should the Seller fail to remove the Excluded Assets and Third-Party Assets as required by this Section 7.157.17, the Purchaser shall have the right, but not the obligation, (a) to remove the Excluded Assets and Third-Party Assets at the Seller’s sole cost and expense; (b) to store the Excluded Assets and Third-Party Assets as unclaimed and to charge the Seller all storage costs associated therewith; (c) thirty (30) days after the Closing Date, to treat the Excluded Assets and Third-Party Assets, except for those Third-Party Assets owned by third parties that are not Affiliates of the Project Company, 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. The Seller shall promptly reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with any Excluded Assets and Third-Party Assets not removed by the Seller on or before the Closing Date.

Removing Excluded Assets. On or before Within ten (10) Business Days after the Closing Date, the Seller shall remove from the Facility and the Real Property all Excluded Assets as well as any assets from all Facilities and equipment that, as of the Effective Date, are located at the Project and are owned or leased other Real Property to be occupied by an Affiliate of the Project Company or some other third party (“Third-Party Assets”). All Third-Party Assets valued in excess of one hundred thousand U.S. dollars ($100,000) are set forth in Section 7.15 of the Seller’s Disclosure StatementBuyer. Such removal shall be undertaken done in such manner as to avoid any damage to the Facility Facilities and other Assets properties to be occupied by Buyer and any disruption of the business Business operations of the Project Company to be conducted by Buyer after the Closing. The cost of any Any damage to the Facility Purchased Assets or any other Assets to the Facilities resulting from such removal shall be paid by the Seller at the Closing. Should the Seller fail to remove the Excluded Assets and Third-Party Assets as required by this Section 7.15Section, the Purchaser Buyer shall have the right, but not the obligation, (a) to remove the Excluded Assets and Third-Party Assets at the Seller’s sole cost and expense; (b) to store the Excluded Assets and Third-Party Assets as unclaimed and to charge the Seller all storage costs associated therewith; (c) thirty (30) days after the Closing Date, to treat the Excluded Assets and Third-Party Assets, except for those Third-Party Assets owned by third parties that are not Affiliates of the Project Company, 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; provided that Buyer provide written notice and fourteen (14) days for Seller to cure (by removing, relocating to an agreed-upon area until safe removal is possible, or otherwise) prior to taking such action. The Seller shall promptly reimburse the Purchaser Buyer for all costs and expenses incurred by the Purchaser Buyer in connection with any Excluded Assets and Third-Party Assets not removed by the Seller on or before within ten (10) Business Days of the Closing Date.

Removing Excluded Assets. On or before Within 60 days following the Closing Date, the Seller Sellers shall remove from the Facility and the Real Property all Excluded Assets as well as any assets from the Millersburg Facility and equipment that, as of the Effective Date, are located at the Project and are owned or leased Leased Real Property to be occupied by an Affiliate of the Project Company or some other third party (“Third-Party Assets”). All Third-Party Assets valued in excess of one hundred thousand U.S. dollars ($100,000) are set forth in Section 7.15 of the Seller’s Disclosure StatementBuyer. Such removal shall be undertaken done in such manner as to avoid minimize any damage to the Millersburg Facility and other Assets Leased Real Property and the Tangible Personal Property located at such locations and any disruption of the business operations of the Project Company to be conducted by Buyer after the Closing. The cost of any Any damage to the Assets, the Millersburg Facility or any other Assets Leased Real Property resulting from such removal shall be paid by the Seller at the ClosingSellers. Should the Seller Sellers fail to remove the Excluded Assets and Third-Party Assets as required by this Section 7.15Section, the Purchaser Buyer shall have the right, but not the obligation, (a) to remove the Excluded Assets and Third-Party Assets at the Seller’s Sellers’ sole cost and expense; (b) to store the Excluded Assets and Third-Party Assets as unclaimed and to charge the Seller Sellers all storage costs associated therewith; (c) thirty (30) days after the Closing Date, to treat the Excluded Assets and Third-Party Assets, except for those Third-Party Assets owned by third parties that are not Affiliates of the Project Company, 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. The Seller Sellers shall promptly reimburse the Purchaser Buyer for all costs and expenses incurred by the Purchaser Buyer in connection with any Excluded Assets not removed by Sellers 60 days after the Closing Date. Within 60 days following the termination of the Transition Manufacturing Agreement, Buyer shall remove all Assets from any property owned, leased, used and/or occupied by any of the Sellers other than the Millersburg Facility and Third-Party the Leased Real Property (the “Sellers’ Real Property”); provided that all Assets shall be removed from the Elko facility within 60 days after Closing. Such removal shall be done in such manner as to minimize any damage to the Sellers’ Real Property and the Tangible Personal Property located at such locations and any disruption of the business operations to be conducted by Seller after the Closing. Any damage to any of Sellers’ assets or to the Sellers’ Real Property resulting from such removal shall be paid by Buyer. Should Buyer fail to remove the Assets as required by this Section, Seller shall have the right, but not the obligation, (a) to remove the Assets at Buyer’s sole cost and expense; (b) to store the Assets and to charge Buyer all storage costs associated therewith; (c) to treat the 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. Buyer shall promptly reimburse Seller for all costs and expenses incurred by Seller in connection with any Assets not removed by Buyer 60 days after the Seller on or before termination of the Closing DateTransition Manufacturing Agreement.