Obligations After Closing. The Seller undertakes to pass to the Buyer forthwith upon receipt any orders or enquiries in relation to the Business which the Seller may receive at any time after Closing and to use reasonable endeavours to effect the novation with or transfer to the Buyer of any contract awarded to the Seller after Closing in respect of any bid made in the name of the Business before Closing. The Buyer undertakes to assume any and all liabilities under any such orders, enquiries and/or contracts as from the Closing Date. For a period of 1 year from Closing, the Seller will give or procure to be given to the Buyer all such information (including, without limitation, particulars of customers, suppliers and others who have dealt with the Seller in connection with the Business) as the Buyer may reasonably require for the conduct of the Business and for the purpose of implementing the provisions of this Agreement. The Seller will give the Buyer reasonable access to the Records of the Seller relating to or in connection with the Business as the Buyer may reasonably require (including the right to take copies and extracts on reasonable advance notice). The Buyer shall, at its own cost and expense, have the right to run and operate the customer solutions as they are on the Closing Date at the Seller's premises in Stavanger for a period of maximum 4 months from the Closing Date. The Parties shall promptly notify each other of any claims brought by any third party in respect of any services supplied by the Business before the Closing Date and each Party shall consult with the other before taking any steps in relation to any such claim. The Buyer shall be responsible for and shall pay or discharge the Assumed Liabilities in accordance with the usual practice of the Business at the date of this Agreement, save that the Buyer shall not be obliged to pay or discharge any Assumed Liability so long as the amount in question is the subject matter of a genuine dispute. The Buyer shall indemnify and hold the Seller harmless of any Loss incurred on the Seller's part related to the Assumed Liabilities.
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Obligations After Closing. 17.1 The Seller undertakes Vendors and the Purchaser shall issue a joint statement in the agreed form to the customers, clients, suppliers of the Business and any other third parties informing them of the transfer of the Business to the Purchaser. Obligations of the Vendors
17.2 The Vendors undertake to pass to the Buyer forthwith Purchaser immediately upon receipt any correspondence, information, documents, orders or enquiries in relation to the Business or the Assets which the Seller any of them may receive at any time after Closing Closing.
17.3 On and to use reasonable endeavours to effect the novation with or transfer to the Buyer of at any contract awarded to the Seller time after Closing in respect of any bid made in the name of the Business before Closing. The Buyer undertakes to assume any and all liabilities under any such orders, enquiries and/or contracts as from the Closing Date. For a period of 1 year from Closing, the Seller Vendors will give or procure to be given to the Buyer Purchaser all such information and other assistance (including, without limitation, particulars of customers, suppliers and others who have dealt with the Seller Vendors in connection with the Business) as the Buyer Purchaser may reasonably require for the conduct of the Business and for the purpose of implementing the provisions of this Agreement. agreement.
17.4 The Seller will give Vendors will, if so required by the Buyer reasonable access Purchaser on or at any time after Closing, send a circular (in a form provided by the Purchaser) to persons who have had dealings with the Partnership in connection with the Business announcing the transfer to the Records Purchaser of the Seller Business.
17.5 Not later than two Business Days after the Closing Date the Vendors shall send to each of the Transferring Employees a letter in the agreed form explaining that his employment has been transferred to the Purchaser pursuant to the Transfer Regulations.
17.6 The Vendors will deliver up promptly upon request to the Purchaser any books, accounts, records and returns of the Vendors relating to or in connection with the Business not delivered to the Purchaser on Closing as the Buyer Purchaser may reasonably require (including the right to take copies and extracts on reasonable advance notice). The Buyer shall) and will keep them in good order.
17.7 Save for the Assumed Liabilities, at its own cost the Vendors shall indemnify the Purchaser and expense, have keep it indemnified against all Losses of whatever nature relating to and payable in respect of the right Business or the Assets which are attributable to run the period up to and operate the customer solutions as they are on including the Closing Date at and including (but without limitation) any act or omission on the Seller's premises part of the Partnership and/or any of the Vendors in Stavanger for a period of maximum 4 months from relation to the Business Contracts or any defects in, or alleged defects in, goods supplied or services provided prior to the Closing Date. Date and in particular any claim under any warranty or under the Sale of Goods Act 1979 or the Sale and Supply of Goods Act 1994.
17.8 The Parties shall V▇▇▇▇▇▇ ▇hall promptly notify each other the Purchaser of any claims a▇▇ ▇▇▇▇▇s against the Vendors brought by any third party in respect of any goods manufactured or services supplied by the Business before Partnership and the Closing Date and each Party Vendors shall consult with retain conduct of such claim but shall not without the Purchaser's prior written consent take any other before taking any steps in relation to such claims which might reasonably be expected to damage the commercial interests of the Purchaser.
17.9 The Vendors shall (at their own expense) provide that:
(a) the Vendors shall give the Purchaser such assistance that the Purchaser may reasonably request, for the adoption by the Purchaser of any business name or trade mark including either or both of the words Bache Treharn▇;
(b) after Closing the Partnership and each of the ▇▇▇▇▇▇▇ shall cease in any manner whatsoever to use or display any trade or service marks, trade or service names, domain names or logos used or held by the Business or any confusingly similar marks, domain name, name or logo.
17.10 During the period of six years after Closing (and without prejudice to any of the Warranties) if any Business Confidential Information is not in the possession of the Purchaser or readily discoverable by the Purchaser but is in the possession or under the control of or available to the Vendors the Vendors shall procure that such claimBusiness Confidential Information is provided to the Purchaser promptly on request. Obligations of the Purchaser
17.11 The Buyer Purchaser shall be responsible for and shall pay or discharge the Assumed Liabilities in accordance with the usual practice of the Business at the date of this Agreement, agreement save that the Buyer Purchaser shall not be obliged to pay or discharge any Assumed Liability so long as where the amount in question is the subject matter of a genuine dispute. .
17.12 The Buyer Purchaser will for a period of six years keep safely all such books, records, files, papers and other documents relating to the Business as the Vendors shall indemnify transfer or cause to be transferred to the Purchaser and hold shall afford the Seller harmless Vendors reasonable access thereto during working hours and on prior notice for so long as shall be necessary to enable the Vendors to deal with its taxation and other liabilities in respect of the period up to the Closing Date and will permit the Vendors and its servants, agents and professional advisers upon reasonable notice to take copies at the Vendors' expense of such books, records, files, papers and other documents for the purpose of answering any query raised or disposing of any Loss incurred on the Seller's part related to the Assumed Liabilitiesdispute in relation thereto.
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