IN THIS SECTION 10; PROVIDED THAT NOTHING IN THIS
SECTION 10 WILL LIMIT RIGHTS OR REMEDIES EXPRESSLY PROVIDED FOR IN ANY OTHER
AGREEMENT EXECUTED PURSUANT TO THIS AGREEMENT OR RIGHTS OR REMEDIES WHICH, AS A
MATTER OF APPLICABLE LAW OR PUBLIC POLICY, CANNOT BE LIMITED OR WAIVED.
(F)
THE AMOUNT OF ANY AND ALL LOSSES UNDER THIS SECTION 10 SHALL BE
DETERMINED NET OF ANY AMOUNTS RECOVERED BY THE INDEMNIFIED PARTY UNDER INSURANCE
POLICIES, INDEMNITIES OR OTHER REIMBURSEMENT ARRANGEMENTS WITH RESPECT TO SUCH
LOSSES.
11.
Post-Closing Transfer of Purchased Assets.
FOLLOWING THE CLOSING DATE, BUYER SHALL HAVE SIXTY (60) DAYS (THE "REMOVAL
PERIOD") TO REMOVE THE PURCHASED ASSETS FROM SELLER'S FACILITY WITHOUT BEING
RESPONSIBLE TO PAY SELLER ANY STORAGE FEES. IF BUYER MAINTAINS THE PURCHASED
ASSETS AT SELLER'S FACILITY BEYOND THE REMOVAL PERIOD, BUYER SHALL ELECT TO USE
THE SELLER'S FACILITY FOR AN ADDITIONAL PERIOD OF THIRTY (30) DAYS (THE
"EXTENSION PERIOD").
BUYER MAY RENEW THE EXTENSION PERIOD FOR SUCCESSIVE
PERIODS OF THIRTY (30) DAYS (EACH AN "EXTENSION PERIOD"); PROVIDED THAT THE
TOTAL EXTENSION PERIODS DO NOT EXCEED 180 DAYS AFTER THE CLOSING DATE.
FOR EACH
EXTENSION PERIOD, BUYER SHALL PAY SELLER IN ADVANCE AN AMOUNT EQUAL TO $4.50 PER
SQUARE FOOT THAT BUYER USES OF THE SELLER'S FACILITY, WHICH INCLUDES TAXES,
INSURANCE, ORDINARY MAINTENANCE COSTS AND UTILITY COSTS RELATING TO THE SELLER'S
FACILITY (THE "STORAGE FEE").
THIS STORAGE FEE IS BASED ON BUYER'S ESTIMATED
USE OF APPROXIMATELY 20,000 SQUARE FEET.
WITHOUT THE PRIOR WRITTEN CONSENT OF
SELLER, BUYER MAY NOT USE MORE THAN 25,000 SQUARE FEET OF THE SELLER'S
FACILITY.
DURING EACH EXTENSION PERIOD, BUYER SHALL BE OBLIGATED TO PAY SELLER
FOR ALL EXTRAORDINARY COSTS AND DAMAGES TO SELLER'S FACILITY RESULTING FROM
BUYER'S SHORT TERM OCCUPANCY OF SELLER'S FACILITY, AND BUYER'S USE OF SELLER'S
FACILITY SHALL BE LIMITED TO STORAGE OF THE PURCHASED ASSETS.
TO THE EXTENT
BUYER DESIRES TO OCCUPY SELLER'S FACILITY FOR MORE THAN 180 DAYS AFTER THE
CLOSING DATE, BUYER AND SELLER MAY SEPARATELY NEGOTIATE THE TERMS FOR SUCH
ADDITIONAL OCCUPANCY.
AT ALL TIMES, BUYER SHALL BE RESPONSIBLE TO PAY FOR ALL
COSTS ASSOCIATED WITH THE REMOVAL OF THE PURCHASED ASSETS FROM SELLER'S
FACILITY, INCLUDING ANY NECESSARY REPAIRS TO SELLER'S FACILITY ARISING FROM OR
RELATING TO THE REMOVAL OF THE PURCHASED ASSETS.
BUYER SHALL FULLY INDEMNIFY
AND SAVE SELLER HARMLESS FROM ANY AND ALL LIABILITIES WHICH MAY BE INCURRED BY
SELLER ARISING OUT OF BUYER'S USE OF SELLER'S FACILITY, INCLUDING ANY INJURIES
TO PERSON OR PROPERTY.
IF SELLER NOTIFIES BUYER THAT A THIRD PARTY IS
INTERESTED IN LEASING SUBSTANTIALLY ALL OF THE SPACE WITHIN THE SELLER'S
FACILITY, THEN BUYER WILL USE ITS BEST EFFORTS TO EXPEDITE BUYER'S DEPARTURE
FROM THE SELLER'S FACILITY.
22
12.
Miscellaneous.
12.1
Expenses.
Except as otherwise provided in this Agreement, each party will pay its own
expenses incident to the preparation and carrying out of this Agreement, any due
diligence, and the Transactions, including all fees of counsel, accountants,
investment bankers and other experts.
12.2
Assignment.
This Agreement will be binding