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This excerpt taken from the C 10-Q filed Aug 7, 2009. 4.9 Post-Closing Cooperation.(a) Each of the Sellers and the Purchaser shall cooperate, and cause their respective Affiliates (including the New Securities Company and the Group Companies) to cooperate with one another and use good faith and commercially reasonable efforts in order to effect the efficient and smooth transition of business and operation after the Closing (including the cooperation in requisite post-Closing filings, coordination on the separation of shared systems, obtaining any required third party consents and granting access to information or respective personnel as necessary for each of the Parties or their Affiliates to conduct their business) and not take any action to discourage the clients of NCS and NCL served by the Related Personnel to become clients of the New Securities Company. The Sellers (on the one hand) and the Purchaser (on the other) will each bear their own out of pocket and other costs (A) of obtaining any Required Consents or Notices (B) under contracts providing goods or services to such Person or its Affiliates after the Closing and (C) for establishing necessary firewalling required by it after the Closing. For the avoidance of doubt, NCS will bear the expenses of the NCS Demerger and NCL will bear the expenses of the NCL Demerger, including the costs and expenses of obtaining third party consents to the Demergers. Without limiting the foregoing, each of the Sellers and the Purchaser shall, upon reasonable request, provide the other with access to all records, information, documents and personnel of or relating to the Sellers, the New Securities Company or the Group Companies
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in the possession of the other that may be necessary or desirable in connection with (i) the preparation of financial statements or other reports, (ii) the preparation of Tax filings (including claims for adjustment or refunds) and payment of Taxes, (iii) any actions, suits, proceedings and investigations, (iv) regulatory filings, investigations or inquiries, or (v) other reasonable purposes.(b) In the event that, after the Effective Time, and except as otherwise provided in the Transitional License Agreement, it becomes apparent that (i) any asset consisting of or incorporating a Citi Mark or (ii) any asset consisting of software, data, other technology and materials relating thereto not addressed in any of the Ancillary Agreements and any intellectual property rights subsisting therein that are required exclusively for the business of NCH or its Affiliates after the Effective Time has been transferred to the Purchaser, the Purchaser shall, without payment of any consideration, either transfer such asset back to the Sellers (and execute and file with all relevant Governmental Authorities documentation in connection with such transfer as the Sellers reasonably request or which may be required by Applicable Law) or, if such transfer would be disruptive or unduly costly, take other appropriate measures as the Parties agree. |
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