Xxxxx Facility. The term “
Xxxxx Facility. Seller shall, at Seller's expense, make the -------------- repairs to the hot gas filter system necessary to restore the Xxxxx Facility to a condition such that a sustained run performance test (the "Sustained Run Test") may be performed in accordance with the protocols outlined in Schedule 7.15. The Buyer and Seller shall jointly retain and equally share the cost of the services of an engineering firm, mutually acceptable to the parties, to (i) assist in the development of the scope of work necessary to perform the Sustained Run Test, (ii) review the maintenance and repairs performed prior to the Sustained Run Test and (iii) develop a list of steps, design changes, and upgrades, if any, necessary for the Xxxxx Facility to reach commercial viability, and such scope of work and the repairs made to the hot gas filter system in accordance therewith shall be consistent with the protocols outlined in Schedule 7.15. The Seller shall use its commercially reasonable efforts in cooperation with Buyer to perform the Sustained Run Test, on or prior to April 30, 2001. Notwithstanding any other provision of this Agreement, Seller shall not be responsible for any costs and expenses related to design modifications or upgrading the technical, physical or operational characteristics of the Xxxxx Facility, including any costs and expenses relating to implementing any design modifications or technical, physical or operational upgrades recommended by the engineering firm retained by the parties relating to the commercial viability of the Xxxxx Facility. Seller shall cooperate with the Buyer if, at Buyer's expense, Buyer requests that design modifications or upgrades to the technical, physical or operational
Xxxxx Facility. “Xxxxx Facility” means any health care facility, hospital, medical office or clinic owned or operated by Xxxxx and designated as a “Xxxxx Facility” in the Handbook.
Xxxxx Facility. The Company has transferred ownership of the Xxxxx Facility to an Affiliate of Seller by Quit Claim Deed dated September 10, 2012, a copy of which is attached hereto as Exhibit 7.10.1 (the “Xxxxx Deed”). Within three Business Days following the Closing Date, the Buyer shall deposit an amount equal to $500,000 (the “Escrow Funds”) with the Escrow Agent to be held in escrow pursuant to this Section 7.10 and the terms of the Escrow Agreement to be entered into on the date of such deposit by the Buyer, the Seller and the Escrow Agent in substantially the form attached hereto as Exhibit 7.10.2, with such changes as shall be reasonably requested by the Escrow Agent (the “Escrow Agreement”). Seller has begun, and in consideration of, and effective upon deposit of, the Escrow Funds agrees to complete, an Acceptable Cleanup of the Xxxxx Facility within six months from the Closing (the “Cleanup Deadline”); provided, however, that if as of the Cleanup Deadline Seller is actively engaged in remediation of Hazardous Waste found at the Xxxxx Facility, then the Cleanup Deadline shall be extended for a period of time reasonably necessary to complete such remediation. In that event, upon determining that an extension will be required, Seller will promptly thereafter advise Buyer of the facts giving rise to the need for extension. Upon timely completion of said cleanup, Seller will deliver to Buyer a letter certifying that Seller has completed the Acceptable Cleanup of the Xxxxx Facility in conformance with this Agreement. Seller will contemporaneously deliver to Buyer a report issued and signed by iSi Environmental headquartered in Wichita, Kansas, identifying any Hazardous Waste discovered in connection with the cleanup and certifying that such waste was remediated in accordance with applicable Environmental Laws. Any remediation of Hazardous Waste shall be approved by the Kansas Department of Health and Environment. Upon Buyer’s receipt of the aforementioned letter and report, Buyer and Seller shall immediately deliver to the Escrow Agent a joint instruction letter directing the Escrow Agent to release the Escrow Funds to Seller. In the event that Seller fails to effect an Acceptable Cleanup by the Cleanup Deadline or any extension thereof, then Buyer and Seller shall immediately deliver to the Escrow Agent a joint instruction letter directing the Escrow Agent to release the Escrow Funds to Buyer.
Xxxxx Facility. The Xxxxx Facility shall mean that certain real property and improvements located on Xxxxx Avenue, Tampa, Florida, which is the current site of the Partnership's professional baseball development and training facilities that support the Partnership's spring training activities.
