This excerpt taken from the NETL 8-K filed May 6, 2009.
RISK OF LOSS; FURTHER ACTIONS; CONSENTS TO ASSIGNMENT
8.1 Risk of Loss. From the date hereof through the Closing Date, all risk of loss or damage to the property included in the Assets shall be borne by Seller, and thereafter shall be borne by Buyer. If any portion of the Assets is destroyed or damaged by fire or any other cause on or prior to the Closing Date, other than use, wear or loss in the ordinary course of business, Seller shall give written notice to Buyer as soon as practicable after, but in any event within five (5) business days of, discovery of such damage or destruction, the amount of insurance, if any, covering such Assets and the amount, if any, which Seller is otherwise entitled to receive as a consequence. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to Seller within five (5) business days after receipt of Sellers notice or if there is not five (5) business days prior to the Closing Date, as soon as practicable prior to the Closing Date, of (a) accepting such Assets in their destroyed or damaged condition in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss, and the full Purchase Price shall be paid for such Assets or (b) excluding such Assets from this Agreement and the Ancillary Agreements, in which event the Purchase Price shall be reduced by the amount allocated to such Assets, as mutually agreed between the parties. If Buyer accepts such Assets, then after the Closing, any insurance or other proceeds shall belong, and shall be assigned to, Buyer without any reduction in the Purchase Price; otherwise, such insurance proceeds shall belong to Seller.
8.2 Further Actions.
(a) Buyer (i) acknowledges that certain of the Assets may inadvertently include or have incorporated into them certain other assets that are not part of the Assets (such as, by way of example only, information or software retained on a computer hard drive); (ii) agrees to promptly convey such other assets to Seller, or dispose of such other assets, each in the manner reasonably requested by the Seller (provided that Buyer and Seller shall jointly share any out-of-pocket cost or expense associated with the foregoing); and (iii) agrees that, without the prior written consent of Seller, neither it nor any of its affiliates will use any of such other assets in any way whatsoever or disclose any information contained in such other assets or use such other assets for the benefit of Buyer or its affiliates or any other third party (other than Seller and its affiliates).
(b) Seller (i) acknowledges that certain Assets may inadvertently not be transferred and delivered as of the Closing Date; (ii) agrees to promptly convey such assets to Buyer in the manner reasonably requested by Buyer (provided that Buyer and Seller shall jointly share any out-of-pocket cost or expense associated with the foregoing); and (iii) agrees that, without the prior written consent of Buyer, neither it nor any of its affiliates will use any of such assets in any way whatsoever or disclose any information contained in such assets or use such assets for the benefit of Seller or its affiliates or any other third party (other than Buyer and its affiliates).
8.3 Consents to Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the assignment or attempted assignment to Buyer of any Assumed Contract would result in a violation of any applicable Law, or would require any consent or waiver of any Governmental Authority or third party and such consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an assignment, or an attempted assignment thereof if any of the foregoing would constitute a breach of applicable Law, any Contract or the rights of any third party; provided, however, that the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account of such required authorization. Following the Closing, the Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain promptly such consent or waiver; provided, however, that neither Buyer nor Seller nor any of their respective affiliates shall be obligated to pay any money or other consideration or grant forbearances to any third party therefor.