Common use of Retained Property Clause in Contracts

Retained Property. Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing, Seller shall retain all of its right, title and interest in and to each and all of the assets set forth on Schedule 2.2 (collectively, the “Retained Property”), which Retained Property is not a part of the transactions contemplated hereby, whether or not such Retained Property is presently owned by the Company. Seller and Purchaser may amend Schedule 2.2 as necessary to include any specific items of Seller’s which is not owned or used by the Company but were inadvertently omitted from said Schedule. Prior to the Closing Date, Seller shall cause the Company to assign to Seller, Parent or an Affiliate designated by Parent, all right, title and interest of such Company in such Retained Property. All items, whether located at the Company’s Real Property, or otherwise owned by the Company, that constitute Retained Property, may be removed on or prior to the Closing Date or within one hundred twenty (120) days after the Closing Date by Seller, provided that such removal be done at prearranged times so as not to unreasonably disrupt the Company’s operations or customers. Seller acknowledges and agrees that all Liability or Loss associated with the Retained Property and its removal shall be borne exclusively by Seller, and the Seller Indemnifying Parties shall, jointly and severally, defend and indemnify the Purchaser Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of, or relating to the Retained Property or its removal. For the avoidance of doubt, any Liability or Loss incurred by Purchaser in connection with any Retained Property or its removal shall not be subject to the provisions of Section 8.2(c).