Common use of Post-Closing Assistance Clause in Contracts

Post-Closing Assistance. (a) After the Closing, the Purchaser shall, upon the request of the Sellers, and at no cost to the Sellers (other than reimbursement of reasonable and documented out of pocket expenses of the Purchaser or a Designated Purchaser and the payment of a reasonable per diem to the Purchaser or a Designated Purchaser, which per diem shall be based upon the total compensation of the affected Transferred Employee or Transitional Employee at the applicable time), require the Transferred Employees or Transitional Employees to make themselves reasonably available at reasonable times and cooperate in all reasonable respects with the Sellers and their Affiliates in the preparation for, and defense of, any lawsuit, arbitration or other Action (whether disclosed or not disclosed in the Sellers Disclosure Schedule) filed or claimed against the Sellers or any of their Affiliates or any of the respective agents, directors, officers and employees of the Sellers and their Affiliates, whether currently pending or asserted in the future, concerning the operation or conduct of the Business prior to the Closing Date; provided, however, that the obligations of the Purchasers or their Affiliates hereunder shall only extend to the employees of such Purchasers or Purchasers’ Affiliates as of the date such employees are to be made available and shall not apply to former employees of such Purchaser or Purchaser’s Affiliates that have been terminated prior to such date. (b) After the Closing, the Sellers and their Affiliates shall, upon the request of the Purchaser, and at no cost to the Purchaser or its Affiliates (other than reimbursement of reasonable and documented out of pocket expenses of the Sellers and their applicable Affiliates and the payment of a reasonable per diem to a Seller or Seller Affiliate, which per diem shall be based upon the total compensation of the affected employee at the applicable time) require their employees that were not Transferred Employees or Transitional Employees to make themselves reasonably available and cooperate in all reasonable respects with the Purchaser and the Designated Purchasers and their Affiliates in the preparation for, and defense of, any lawsuit, arbitration or other Action filed or claimed against the Purchaser, any of the Designated Purchasers, any of their Affiliates or any of the respective agents, directors, officers and employees of any of the foregoing, whether currently pending or asserted in the future, concerning the operation or conduct of the Business prior to the Closing Date; provided, however, that the obligations of the Sellers or their Affiliates hereunder shall only extend to the employees of such Sellers or Sellers’ Affiliates as of the date of Purchaser’s request and so long thereafter as they continue to be employed by such Seller or its Affiliates and shall not apply at any time with respect to individuals no longer employed by such Sellers or Seller’s Affiliates and shall not require any Sellers or Seller’s Affiliates to continue the employment of any such employee. (c) Upon the conclusion of the Bankruptcy Proceedings, the Sellers shall exercise any rights they may have to assign to the Purchaser the Cross-License Agreements listed in Exhibit 5.15(c). The Sellers agree that they shall not assign such Cross-License Agreements to any other Person.

Post-Closing Assistance. Following the ----------------------- Closing: (a) After the Closing, the Purchaser shall, upon the request of the Sellers, and at no cost Buyer shall provide to the Sellers (other than reimbursement of reasonable and documented out of pocket expenses of the Purchaser or a Designated Purchaser and the payment of a reasonable per diem to the Purchaser or a Designated Purchaser, which per diem shall be based upon the total compensation of the affected Transferred Employee or Transitional Employee at the applicable time), require the Transferred Employees or Transitional Employees to make themselves reasonably available at reasonable times and cooperate in all reasonable respects with the Sellers and their Affiliates representatives and agents reasonable assistance in connection with the ANC Litigation and ▇▇▇▇▇▇▇ Litigation (as those terms are defined in the preparation forLicensed Patents License Agreement) and any Excluded Liabilities, including those matters described in Schedule 2.4, upon ------------ reasonable notice (subject to reimbursement of costs and expenses), including providing reasonable access to facilities for inspections or obtaining information, reasonable access to documents for production or use in the litigation, and/or reasonable access to employees and officers, as necessary, for testimony at depositions and/or trial, and defense of, any lawsuit, arbitration or other Action (whether disclosed or not disclosed in reasonable assistance with the Sellers Disclosure Schedule) filed or claimed against the Sellers or any of their Affiliates or any of the respective agents, directors, officers and employees of the Sellers and their Affiliates, whether currently pending or asserted in the future, concerning the operation or conduct of the Business prior to the Closing Date; provided, however, that the obligations litigation. Following assignment of the Purchasers or their Affiliates hereunder Licensed Patents to Buyer, Seller agrees to provide the same assistance to Buyer in connection with the ▇▇▇▇▇▇▇ Litigation. The obligation to provide assistance pursuant to this Section 8.8 shall only extend to the employees of such Purchasers or Purchasers’ Affiliates as continue notwithstanding any termination of the date such employees are to be made available and shall not apply to former employees of such Purchaser or Purchaser’s Affiliates that have been terminated prior to such date----------- Licensed Patents License Agreement. (b) After the Closing, the Sellers and their Affiliates shall, upon the request For a period of the Purchaser, and at no cost to the Purchaser or its Affiliates two (other than reimbursement of reasonable and documented out of pocket expenses of the Sellers and their applicable Affiliates and the payment of a reasonable per diem to a Seller or Seller Affiliate, which per diem shall be based upon the total compensation of the affected employee at the applicable time2) require their employees that were not Transferred Employees or Transitional Employees to make themselves reasonably available and cooperate in all reasonable respects with the Purchaser and the Designated Purchasers and their Affiliates in the preparation for, and defense of, any lawsuit, arbitration or other Action filed or claimed against the Purchaser, any of the Designated Purchasers, any of their Affiliates or any of the respective agents, directors, officers and employees of any of the foregoing, whether currently pending or asserted in the future, concerning the operation or conduct of the Business prior to years following the Closing Date; provided, however, that the obligations of the Buyer shall make available to Sellers or their Affiliates hereunder shall only extend to the former employees of such Sellers or identified on Schedule 8.8 for consultation in connection with ------------ Sellers’ Affiliates as of ' NUCEL(R) technology. Such consultation shall be at times mutually agreed to by the date of Purchaser’s request and so long thereafter as they continue to be employed by such Seller or its Affiliates parties and shall not apply at any time unreasonably interfere with respect to individuals no longer employed by the principal duties of such Sellers or Seller’s Affiliates and shall not require any Sellers or Seller’s Affiliates to continue the employment of any such employeeemployees. (c) Upon Sellers shall provide to Buyer and its representatives and agents reasonable access to Seller's facilities, records and documents and employees and officers, as reasonably requested by Buyer from time to time in connection with any Assumed Liabilities, including those matters described in Schedule 2.3(d). --------------- (d) Each party hereto agrees to hold, and to cause its Affiliates, employees, agents and representatives to hold, in strict confidence all information (whether written or oral) obtained pursuant to this Section 8.8 and such information shall not be disclosed or ----------- released without the conclusion prior written consent of the Bankruptcy Proceedingsparty hereto that has provided access to such confidential information. (e) Sellers or Buyer, as the case may be, will provide reasonable advance notice to such other party of any request for assistance pursuant to this Section 8.8. In addition, Sellers shall exercise or ----------- Buyer, as the case may be, will reimburse such other party for any rights they may have reasonable direct out-of-pocket expenses (including 130% of any per diem salary) incurred by such other party pursuant to assign to the Purchaser the Cross-License Agreements listed in Exhibit 5.15(c)this Section ------- 8.8. The Sellers agree that they shall not assign such Cross-License Agreements to any other Person--- Section 8.

Post-Closing Assistance. (a) After From and after the Closing, the Purchaser shallClosing Date, upon the request of either Buyer or Seller, the Sellersparties hereto shall do, execute, acknowledge and at no cost deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out or effectuate the Sellers (other than reimbursement of reasonable and documented out of pocket expenses of the Purchaser or a Designated Purchaser and the payment of a reasonable per diem to the Purchaser or a Designated Purchaser, which per diem shall be based upon the total compensation of the affected Transferred Employee or Transitional Employee at the applicable time), require the Transferred Employees or Transitional Employees to make themselves reasonably available at reasonable times and cooperate in all reasonable respects with the Sellers and their Affiliates in the preparation for, and defense of, any lawsuit, arbitration or other Action (whether disclosed or not disclosed in the Sellers Disclosure Schedule) filed or claimed against the Sellers or any of their Affiliates or any of the respective agents, directors, officers and employees of the Sellers and their Affiliates, whether currently pending or asserted in the future, concerning the operation or conduct of the Business prior to the Closing Date; provided, however, that the obligations of the Purchasers or their Affiliates hereunder shall only extend to the employees of such Purchasers or Purchasers’ Affiliates as of the date such employees are to be made available and shall not apply to former employees of such Purchaser or Purchaser’s Affiliates that have been terminated prior to such dateTransactions. (b) After the Closing, the Sellers and their Affiliates shall, upon the request For a period of the Purchaser, and at no cost to the Purchaser or its Affiliates two (other than reimbursement of reasonable and documented out of pocket expenses of the Sellers and their applicable Affiliates and the payment of a reasonable per diem to a Seller or Seller Affiliate, which per diem shall be based upon the total compensation of the affected employee at the applicable time2) require their employees that were not Transferred Employees or Transitional Employees to make themselves reasonably available and cooperate in all reasonable respects with the Purchaser and the Designated Purchasers and their Affiliates in the preparation for, and defense of, any lawsuit, arbitration or other Action filed or claimed against the Purchaser, any of the Designated Purchasers, any of their Affiliates or any of the respective agents, directors, officers and employees of any of the foregoing, whether currently pending or asserted in the future, concerning the operation or conduct of the Business prior to years from the Closing Date; provided, howeveror such greater period as is otherwise required by law, that the obligations each of the Sellers or their Affiliates hereunder Seller and the Buyer Parties shall only extend have reasonable access to all of the books and records relating to the employees business of the Company Parties that are in the possession of the other party or parties. Such access shall be afforded by the party or parties in possession of such Sellers books or Sellers’ Affiliates as records, upon receipt of reasonable advance notice and during normal business hours. The party or parties exercising such right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 5.9(b). If the date party or parties in possession of Purchaser’s request such books and so long thereafter as they continue records shall desire to be employed by such Seller or its Affiliates and shall not apply at any time with respect to individuals no longer employed by such Sellers or Seller’s Affiliates and shall not require any Sellers or Seller’s Affiliates to continue the employment dispose of any such employeebooks 38 53 and records, such party or parties shall give the other party or parties, prior to such disposition, a reasonable opportunity, at such other party or parties' expense, to segregate and remove such books and records as such other party or parties may select. (c) Upon For a period of two (2) years from the conclusion Closing Date, each of the Bankruptcy ProceedingsSeller and the Buyer Parties shall have reasonable access to the employees and agents of the other party that currently have or have had duties in the past with respect to the business of the Company Parties Such access shall be afforded by the party or parties who employ such employee or employees or agent or agents, upon receipt of reasonable advance notice and during normal business hours for the purpose of providing the other party with information required by such party in connection with the performance of its legal obligations with respect to the business of the Company Parties. The party or parties exercising such right of access shall be solely responsible for any costs or expenses incurred by it or them pursuant to this Section 5.9(c). (d) To the extent that the rights of any party hereto (an "Assigning Party") that is a party to any agreement, lease, contract or other asset transferred, assigned or contributed pursuant to Sections 1.1(d), (e), (f) or (j) (an "Assigned Asset") to such other party or entity listed in such section (the "Assignee Party") may not be transferred, assigned or contributed without the consent of another Person, which consent has not been obtained, this Agreement shall not constitute an agreement to transfer, assign or contribute the same if an attempted transfer, assignment or contribution would constitute a breach thereof or be unlawful, and the relevant Assigning Party, at its expense, shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The Seller and the Buyer Parties agree that, if any consent to an assignment of any such Assigned Asset shall not be obtained or if any attempted assignment would be ineffective or would impair the rights and obligations of the Assignee Party under the applicable Assigned Agreement so that the Assignee Party would not in effect acquire the benefit of all such rights and obligations, the Sellers shall exercise any rights they may have to assign Assignee Party, to the Purchaser maximum extent permitted by law, shall after the Cross-License Agreements listed in Exhibit 5.15(c)Closing appoint the Assigning Party to be such party's representative and agent with respect to such Assigned Asset and the Assigning Party shall, to the maximum extent permitted by law and such Assigned Asset enter into such reasonable arrangements with the Assignee Party as are necessary to provide such party with the benefits and obligations of such Assigned Asset. The Sellers agree that they Seller and the Buyer Parties shall cooperate and shall each use commercially reasonable efforts after the Closing to obtain an assignment of such Assigned Asset to the relevant Assignee Party. The provisions of this Section 5.9(d) shall not assign such Cross-License Agreements apply to any other Personagreement to which a Company Party is a party and that is not transferred by that Company Party pursuant to Sections 1.1(d), (e), (f) or (j), including the Triarc Purchase Agreement.