Acquired Location definition
Examples of Acquired Location in a sentence
Newly Acquired Location $ 100,000,000 each and every occurrence combined for PD & BI.
Newly Acquired Location $ 100,000,000 each and every occurrence combined for PD & BI except; $ 25,000,000 each and every occurrence combined for PD & BI with respect to Named Windstorm.
With respect to any facility located at the property that is the subject of a Rejected Real Property Lease (each, a “Rejected Location”), Seller shall within five (5) Business Days following the Closing Date, transfer all Merchandise located at any Rejected Location to an Acquired Location, provided that such shipments (which shall be at Purchaser’s expense) shall be addressed in the Transition Services Agreement.
Subject to the provisions of §§ 2.1(d) and 2.10(c) above, Seller shall cancel its utilities and telephone accounts at the Acquired Location on the date that is five (5) Business Days after the Closing Date and Buyer will be responsible for opening and arranging its own utility and telephone accounts thereafter.
Buyer shall take possession of each Acquired Location together with the other Acquired Assets being transferred hereunder immediately following the Inventory count for such Acquired Location after close of business on the Closing Date (the “Possession Time”), and shall assume all risk of loss by fire or other casualty and all risks relating to the operation of the business with respect thereto occurring upon or following the taking of such possession.
Upon completion of delivery by Seller of each Acquired Location, Purchaser shall (i) pay to Seller the Closing Amount for such Acquired Locations and (ii) execute and deliver to Seller the Convertible Note attributable to such Acquired Locations.
Seller and Buyer have also entered into an Assignment and Assumption of Lease in the form attached hereto as Exhibit D (the “Lease Assignment and Assumption”) with respect to the lease relating to the real property at the Acquired Location.
To the Seller’s Knowledge, the Seller does not possess any documents (whether in hard copy or electronic form) that contain any material environmental reports, investigations, or audits relating to the Acquired Location.
Seller shall assign all of its right, title and interest in and to, and Purchaser will assume, perform and discharge all of Seller’s remaining obligations under, the Assumed Contracts with respect to each Acquired Location from and after the Closing Date for such Acquired Location.
Seller has complied with all applicable Environmental Laws relating to the Acquired Location, except for violation of Environmental Laws that have not had and would not reasonably be expected to have a Material Adverse Effect.