Laserfiche WebLink
Individuals to the Buyer promptly, but in any event no later than sixty (60) days after <br /> the Damages are incurred. <br /> (ii) Should the Seller or the Individuals fail to remove the Excluded <br /> Assets and vacate the Transferred Real Property as required by Section 4.1(b)(i), the <br /> Buyer shall have the right,but not the obligation, to remove the Excluded Assets at the <br /> sole cost and expense of the Seller or the Individuals. The Seller and the Individuals <br /> shall promptly, but in any event no later than sixty (60) days after the costs are <br /> incurred, reimburse the Buyer for all reasonable costs and expenses incurred by the <br /> Buyer in connection with any Excluded Assets not removed within ninety (90) days <br /> after the Closing Date. Notwithstanding the foregoing, neither Seller nor the <br /> Individuals will have any obligation to remove any structures on the Transferred Real <br /> Property, including the geodesic dome and its contents inside or adjacent to the <br /> geodesic dome. <br /> (c) Maintenance of the Purchased Assets Prior to the Closing. Except as <br /> contemplated by this Agreement, during the period from the date of this Agreement until the <br /> earlier of the Closing Date or the termination of this Agreement in accordance with Section 7.1, <br /> the Seller and the Individuals shall hold the Purchased Assets in the same or better condition as <br /> they are in as of the Execution Date. The Seller and the Individuals shall not, with respect to the <br /> Purchased Assets,undertake any of the following actions without the prior written consent of the <br /> Buyer: <br /> (i) dissolve or otherwise alter its corporate existence; <br /> (ii) modify, allow to lapse or transfer any existing permits (including <br /> Governmental Permits)related to the ownership and use of the Purchased Assets; and <br /> (iii) fail to maintain the properties and assets included in the Purchased <br /> Assets in the same condition as they were on the date of Execution of this Agreement, <br /> subject to deterioration for ordinary wear and tear. <br /> (d) Confidentiality. From and after the Execution Date, the Seller and the <br /> Individuals shall, and shall cause their Affiliates to, hold, and shall cause its or their respective <br /> Representatives to hold, in confidence any and all information, whether written or oral, <br /> concerning the Purchased Assets and this Agreement, including but not limited to the Purchase <br /> Price and the Buyer's intended use of the Purchased Assets, except to the extent that Seller or the <br /> Individuals can show that such information(a) is generally available to and known by the public <br /> through no fault of Seller or the Individuals, any of their Affiliates or their respective <br /> Representatives; or(b) is lawfully acquired by Seller or the Individuals, any of their Affiliates or <br /> their respective Representatives from and after the Closing from sources which are not <br /> prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the <br /> Seller, the Individuals or any of their Affiliates or their respective Representatives are compelled <br /> to disclose any information by judicial or administrative process or by other requirements of <br /> Law,the Person required to disclose such information shall promptly notify Buyer in writing and <br /> shall disclose only that portion of such information which such Person is advised by its counsel <br /> in writing is legally required to be disclosed; provided, that Buyer shall be entitled, but not <br /> 22 <br />