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. Prior to the Closing Date, the Company shall assign to Parent or an Affiliate designated by Parent, all right, title and interest of the Company in such Retained Property. Moreover, for avoidance of doubt, the Golf Courses are not a part of the Convenience Store Assets or the Company being sold to Purchaser. 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 sixty (60) days thereafter by Seller, Parent or any of their respective Affiliates, upon reasonable notice to Purchaser and without material interference to the business of the Company or the Convenience Store. The cost of such removal shall be borne by the Seller and the Seller shall also, at its expense, make any repairs to the property of the Company or the Convenience Store necessitated by such removal to the reasonable satisfaction of Purchaser. Purchaser, and from and after the Closing, the Company, shall take such further actions and provide such further instruments as may be reasonably requested by the MGM Entities to confirm the transfer of the Retained Property from the Company to Parent or its Affiliate and in effecting the removal of any Retained Property from any Real Property.