Relocation Offices Clause Samples

Relocation Offices. For a period beginning on the date of this Agreement and expiring on the earlier of March 24 or the fifth Business Day prior to the first scheduled hearing on the motion for the Sale Order, the Buyer may, by Notice to Vista (on behalf of all the Sellers) (such Notice, a "Relocation Notice"), designate up to ten Vision Centers the tangible assets of which the Buyer wishes to relocate (such Vision Centers, the "Relocation Offices"). Upon such designation, each Relocation Office shall cease to be a Vision Center for all purposes under this Agreement. Such designation shall not reduce the Purchase Price. The Buyer may give only one Relocation Notice under this Section 2(f). Failure of the Buyer to timely give the Relocation Notice shall constitute a waiver by the Buyer of such right. With respect to each Relocation Office, (i) the Sellers will not reject the associated real estate lease until the later of the Closing Date or April 21, 2001 (such date, the "Move Date"), (ii) the associated tangible assets will be deemed to be Acquired Assets, (iii) the Buyer will at its expense relocate the associated tangible assets to a successor location no later than the Move Date, (iv) in relocating such assets, the Buyer will comply with all provisions of the underlying real estate lease and will not remove any assets which, by the terms of such lease, cannot be removed from the Relocation Office, and (v) the Buyer will be responsible for all cash losses of the Relocation Office for any period between the Closing Date and the Move Date. Any such cash losses shall be limited to obligations in connection with the underlying leases and be paid pursuant to Section 9(f) below. The Sellers will have no responsibility for any assets left by the Buyer at any Relocation Office after the Move Date. In addition to the obligations of the Buyer under Section 10(b) below, the Buyer agrees to indemnify, defend, and hold harmless each Seller from and against all Adverse Consequences such Seller shall suffer caused by the acts or omissions of the Buyer and its agents under this Section 2(f).