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This excerpt taken from the C 10-Q filed Aug 7, 2009. 4.4 Protection
of Clients. Between the date of this Agreement and the
Closing, NCL and the Purchaser will confer with all clients of NCL whose unperformed
agreements with NCL are likely to be transferred to the Purchaser in the NCL
Demerger. In each such case, NCL
and the Purchaser will use all commercially reasonable
efforts to obtain the client’s consent to NCL and the Purchaser being appointed
as co-underwriter or co-placement agent so as to facilitate NCL and the
Purchaser acting together to provide (for no additional consideration) all
services, taking advantage of all resources, that would have been available to
the client in the absence of the Demergers.
Approximately
five Business Days prior to the Closing Date, the Sellers shall supply the
Purchaser a list of the expected Transferred Client Agreements. Without
limiting the foregoing, the Parties shall cooperate throughout the period from
the date of this Agreement through the Closing Date to seek to ensure that none
of the clients of NCL and NCS is adversely affected by the Demergers.
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