|
alleged breach or violation by any Non-Compete Party of the covenants set forth in this Section 5.03,the
<br /> Non-Compete Period or Non-Solicit Period,as applicable, shall be tolled until such breach or violation has
<br /> been cured.
<br /> SECTION 5.04. Transition Matters. Sellers shall cooperate with Buyer to facilitate the transfer
<br /> of all utilities servicing the Assets into Buyer's name,including the transfer of telephone numbers,electrical
<br /> service,and water and sewage to be effective at the Closing or as soon thereafter as reasonably practicable.
<br /> Promptly following the Closing, Sellers shall take all action reasonably necessary to change (a) in
<br /> coordination with Buyer,the name of the Company to remove any name or names included in the Assets,
<br /> including the names"Granby Sand and Gravel",and(b)the registered office addresses and principal places
<br /> of business of each Seller to locations other than the Owned Real Property. Sellers shall promptly forward
<br /> or cause to be forwarded to Buyer any mail received by any of them that relates to the Business,the Assets,
<br /> or the Assumed Liabilities.
<br /> SECTION 5.05. Further Action.
<br /> (a) If Sellers or Buyer, or their respective affiliates,receive any funds that are the property of
<br /> the other party following the Closing, the receiving entity shall, or shall cause the applicable affiliate to,
<br /> remit any such funds promptly to the owner of such funds.
<br /> (b) If, after the Closing Date, Buyer or Sellers (or affiliate thereof) identifies any Asset that
<br /> was not previously assigned or otherwise transferred by Sellers to Buyer,then Sellers shall promptly assign
<br /> and transfer,or cause the applicable affiliate to promptly assign and transfer,the applicable Asset to Buyer
<br /> or its designee for no additional consideration, subject to the terms and conditions of this Agreement.
<br /> (c) If, after the Closing Date, Buyer or Sellers (or affiliate thereof) identifies any Excluded
<br /> Asset that was transferred to Buyer, Buyer shall (or shall cause its designee holding such Excluded Asset
<br /> to)promptly assign and transfer such Excluded Asset to Sellers for no consideration.
<br /> (d) After the Closing Date,Buyer will retain those records included in the Assets, and Sellers
<br /> will take all steps necessary to deliver to Buyer any such records not located at the Owned Real Property.
<br /> (e) At the requesting parry's expense, Buyer and Sellers will cooperate with each other and
<br /> their counsel in the contest or defense of, and make available their respective personnel and provide any
<br /> testimony and access to their respective books and records as reasonably requested in connection with,any
<br /> Proceeding involving or relating to any action, activity, circumstance, condition, conduct, event, fact,
<br /> failure to act, incident, occurrence, plan, practice, situation, status, or transaction on or before the Closing
<br /> Date involving the Business or the Assets.
<br /> SECTION 5.06. Vehicles.Notwithstanding anything to the contrary contained in this Agreement,
<br /> the parties agree that prior to registration of any motor vehicle included in the Assets in Buyer's name,each
<br /> such vehicle shall be deemed leased(without additional consideration)to Buyer from the applicable Seller
<br /> at Buyer's sole risk,and that Buyer will insure each such vehicle and its operation consistent with insurance
<br /> covering other vehicles operated by Buyer. Buyer shall have the right to terminate any such lease at its
<br /> option without any advance notice to Sellers. Buyer shall be responsible for all expenses resulting from the
<br /> operations and wear and tear on each such vehicle as a result of its use pursuant to this Section 5.06, and
<br /> Buyer shall bear all risk of loss related to the operation of each such vehicle. To the extent required by the
<br /> Laws of the state in which each of the vehicles is titled and licensed, Buyer will remove and turn in such
<br /> Seller's plates from such motor vehicles on or before the scheduled expiration date. Sellers shall promptly
<br /> take all steps necessary to provide endorsed certificates of title and other requested documentation to Buyer
<br /> to allow registration of such motor vehicles in Buyer's name as soon as possible after the Closing.
<br /> 23
<br />
|