Common use of Transition Matters Clause in Contracts

Transition Matters. (a) Upon the execution and delivery of this Agreement, Telemate and Parent shall establish a committee (the "STEERING COMMITTEE") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate between such date and the Closing Date (the "INTERIM PERIOD") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and Telemate as promptly as practicable following the Closing. The Steering Committee at all times shall consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate and will be chaired by Parent. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereof. (b) Telemate shall indemnify and hold harmless Parent and those employees of Parent who render services to Telemate during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telemate. (c) Parent shall indemnify and hold harmless Telemate and those employees of Telemate who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis Telemate, (ii) not use to the advantage of Telemate any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.

Transition Matters. (aWithout limiting the generality of Sections 8.02(a) Upon and 8.02(b), following the execution and delivery of this Agreement, Telemate Agreement and Parent shall establish a committee (the "STEERING COMMITTEE") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate between such date and until the Closing Date (or earlier termination of this Agreement), Sellers shall use commercially reasonable efforts to cooperate with Purchaser and its Representatives in its development of Purchaser’s operational transition plan with regard CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to the "INTERIM PERIOD"Company and the Company Assets (including the Project) and otherwise facilitating implementation thereof from and after the efficient transition and combination Closing Date. Such commercially reasonable efforts of the respective businesses of Parent and Telemate as promptly as practicable following the Closing. The Steering Committee at all times Sellers shall consist solely of two individuals (i) causing the Company to be designated provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, (ii) furnishing, and causing the Company to furnish access to such Representatives of Sellers and the Company as Purchaser may reasonably request and (iii) furnishing, and causing the Company to furnish, such financial and operating data and information with respect to the Company as Purchaser may reasonably request, in each case of clauses (i) through (iii) solely to the extent reasonably related to Purchaser’s development of its operational transition plan and implementation thereof from time to time by and after the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate and will be chaired by Parent. All material decisions of the Steering CommitteeClosing Date; provided, which however, that any such investigation shall be dissolved as of the Closingsubject to any applicable confidentiality restrictions thereto or hereunder, shall be mutually agreed upon by Parent and Telemate and shall be deemed conducted during ordinary business hours upon reasonable advance notice to be Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with Telemate's obligations safety and covenants set forth OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in Section 5.2 hereof. this Agreement, none of Sellers or the Company (bor any of their respective Representatives) Telemate shall indemnify be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to the Transferred Interests or the Project, or the output of the Project, in connection with the transactions contemplated by this Agreement or otherwise, or of analyses or other information relating to such communications, (C) cause significant competitive harm to Sellers, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated, (D) jeopardize any attorney-client or other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless Parent each of Sellers and those employees of Parent who render services to Telemate during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) their Representatives from and against any claims and all Losses incurred or liabilities asserted against sustained by, or imposed upon or against, any of them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising to, resulting from or relating arising out of the access provided to such services), provided that (i) such claims Purchaser or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telemate. (c) Parent shall indemnify and hold harmless Telemate and those employees of Telemate who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate Representatives pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage Section 8.02(c), including any penalties or other Losses as a result of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate shall cause all compliance of safety rules and other applicable rules of conduct by Purchaser or its employees made available to Parent Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: ▇▇▇ ▇▇▇▇▇▇) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement to use their best efforts to (i) avoid doing anything shall be limited but will increase in frequency and in detail from and after the date that is 60 days prior to the competitive disadvantage anticipated Closing Date. For the avoidance of Parent vis-a-vis Telematedoubt, (ii) not use neither Purchaser’s development or implementation of its operational transition plan shall be a condition to the advantage of Telemate any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoingClosing.

Transition Matters. (a) Upon Except as set forth on Section 6.3(a) of the execution Sellers Disclosure Schedule and delivery except as contemplated by Section 6.22, Sellers shall, and shall cause their respective Covered Affiliates and the Group Companies to, take such action and/or make such payments as may be necessary so that, concurrently with the Initial Closing, the Group Companies, on the one hand, and Sellers and Sellers’ Covered Affiliates (other than the Group Companies), on the other, shall settle, discharge, offset, pay or repay in full (which may include cancellation or forgiveness) all intercompany loans, notes (including the promissory note, dated as of this AgreementMarch 23, Telemate 2016, from Icahn Enterprises Holding L.P. to the Company), and Parent shall establish a committee (the "STEERING COMMITTEE") advances, regardless of their maturity, and any and all other intercompany receivables and payables for the purpose ofamount due, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgetsincluding any accrued and unpaid interest, and financial results of Parent any and Telemate between such date all other liabilities and the Closing Date (the "INTERIM PERIOD") and otherwise facilitating the efficient transition and combination obligations of the Group Companies to Sellers and their respective businesses of Parent Covered Affiliates, in a manner reasonably acceptable to Buyer and Telemate as promptly as practicable following such that Buyer, the Group Companies and their Affiliates shall have no liability or obligation whatsoever thereunder from and after the Initial Closing. The Steering Committee at all times shall consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate and will be chaired by Parent. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereof. (b) Telemate shall indemnify and hold harmless Parent and those employees of Parent who render services to Telemate during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that Except as (i) such claims or liabilities did not result from acts or omissions (xset forth on Section 6.3(b) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and the Sellers Disclosure Schedule, (ii) as contemplated by the terms of the Transition Agreement, (iii) as contemplated by Section 6.22 or (iv) otherwise agreed by Sellers and Buyer in writing, prior to the Initial Closing, Sellers shall, and shall cause their respective Covered Affiliates and the Group Companies to, take such services were rendered actions as may be necessary to terminate, commute, release or discharge all obligations under, in a manner reasonably acceptable to Buyer, concurrently with the Initial Closing, all Intercompany Agreements (including all Intercompany Agreements listed on Section 4.20(b) of the Company Disclosure Schedule that are not otherwise listed on Section 6.3(b) of the Sellers Disclosure Schedule) such that, following the Initial Closing, Buyer, the Group Companies and in good faith believed to their Affiliates shall not have and shall be in released and discharged from any further liability or not opposed to the best interests of Telemateobligation whatsoever under such Intercompany Agreements. (c) Parent Sellers shall indemnify and hold harmless Telemate and those employees of Telemate who render services use commercially reasonable efforts to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (xpromptly following the date of this Agreement, cause the individuals listed in Section 6.3(c)(i) not in good faith or (y) which involve intentional misconduct or a knowing violation of law the Company Disclosure Schedule to cease providing services to the Group Companies, other than certain limited transition services prior to the Initial Closing, and to instead provide services to Sellers, ARI and their respective Covered Affiliates and (ii) such on or following the Initial Closing Date, to cause the individuals listed in Section 6.3(c)(ii) of the Company Disclosure Schedule to cease providing services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests Group Companies and to solely provide services to Sellers, ARI and their respective Covered Affiliates (and Sellers shall cause the Group Companies to terminate or assign any employment, severance or other compensation agreements with any such individuals, shall bear all costs and liabilities resulting from any such termination or assignment, and shall obtain customary releases from each such individual in connection with any such termination). Prior to the Initial Closing Date, Sellers shall use their commercially reasonable efforts to facilitate communications between ARI and the employees listed in Section 6.3(c)(ii) of Parentthe Company Disclosure Schedule. Nothing contained in this Section 6.3, express or implied, is intended to confer upon any employee listed in Section 6.3(c)(i) or Section 6.3(c)(ii) of the Company Disclosure Schedule any right to continued employment for any period or continued receipt of any specific employee benefit, and this Section 6.3(c) shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement and nothing in this Section 6.3(c), express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.3(c). (d) During The Company shall provide Buyer with a reasonable opportunity to review and comment on the Interim Period, Parent shall cause all initial forms of its employees made available (and any subsequent versions reflecting a substantive change to Telemate any release by the Customer of the Company contained in such initial forms) documents or notices to be provided to Customers or to be executed by the Company pursuant to the terms of the Transition Agreement. Notwithstanding the foregoing, from and after the date of this Agreement to use their best efforts to (i) avoid doing anything until the Initial Closing Date, to the competitive disadvantage of Telemate vis-a-vis Parentextent that any such documents or notices contain commercially sensitive information, (ii) not use the Company shall instead provide such documents or notices to the advantage of Parent any confidential information of Telemate obtained while performing services for or Buyer’s legal counsel on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and nona “clean-solicitation agreements in customary form in accordance with the foregoingteam” basis. (e) During the Interim Period, Telemate shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis Telemate, (ii) not use to the advantage of Telemate any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.

Transition Matters. (a) Upon the execution and delivery of this Agreement, Telemate Cereus and Parent shall establish a committee (the "STEERING COMMITTEE") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate Cereus between such the date hereof and the Closing Date (the "INTERIM PERIOD") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and Telemate Cereus as promptly as practicable following the Closing. The Steering Committee at all times shall will consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate Cereus and will be chaired by ParentCereus. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereofCereus. (b) Telemate If this Agreement shall indemnify and hold harmless be terminated pursuant to Section 8.1 and, at the time of such termination, Cereus shall be entitled to receive a termination fee under Section 8.5, then Parent and those employees of shall reimburse Cereus for the costs incurred by Cereus in connection with making its personnel available to Parent who render services to Telemate during the Interim Period in fulfillment of the purposes of this Section 5.1 in an amount equal to $12,500 per week or any part thereof. Reimbursement by Parent to Cereus under this Agreement (including those employees who serve on Section 5.1(b) shall be made simultaneous with the Steering Committee) from and against payment of any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telematetermination fee. (c) Parent shall indemnify and hold harmless Telemate Cereus and those employees of Telemate Cereus who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate Cereus and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate Cereus shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis TelemateCereus, (ii) not use to the advantage of Telemate Cereus any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate Cereus to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.

Transition Matters. (a) Upon the execution and delivery of this Agreement, Telemate Cereus and Parent shall establish a committee (the "STEERING COMMITTEE") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate Cereus between such the date hereof and the Closing Date (the "INTERIM PERIOD") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and Telemate Cereus as promptly as practicable following the Closing. The Steering Committee at all times shall will consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate Cereus and will be chaired by ParentCereus. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereofCereus. (b) Telemate If this Agreement shall indemnify and hold harmless be terminated pursuant to Section 8.1 and, at the time of such termination, Cereus shall be entitled to receive a termination fee under Section 8.5, then Parent and those employees of shall reimburse Cereus for the costs incurred by Cereus in connection with making its personnel available to Parent who render services to Telemate during the Interim Period in fulfillment of the purposes of this Section 5.1 in an amount equal to $12,500 per week or any part thereof. Reimbursement by Parent to Cereus under this Agreement (including those employees who serve on Section 5.1(b) shall be made simultaneous with the Steering Committee) from and against payment of any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telematetermination fee. (c) Parent shall indemnify and hold harmless Telemate Cereus and those employees of Telemate Cereus who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering Committee) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate Cereus and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis Telemate, (ii) not use to the advantage of Telemate any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.in

Transition Matters. (a) Upon the execution and delivery of this the Original Agreement, Telemate Cereus and Parent shall establish established a committee (the "STEERING COMMITTEESteering Committee") for the purpose of, to the extent permitted by applicable laws, facilitating the full exchange of information concerning the business, operations, capital spending, budgets, and financial results of Parent and Telemate Cereus between such date and the Closing Date (the "INTERIM PERIODInterim Period") and otherwise facilitating the efficient transition and combination of the respective businesses of Parent and Telemate Cereus as promptly as practicable following the Closing. The Steering Committee presently and at all times shall consist of two individuals to be designated from time to time by the Chairman of the Board of Directors of Parent and two individuals to be designated from time to time by the Chairman of the Board of Directors of Telemate Cereus and will be chaired by Cereus; provided, however, that on or before September 1, 2000, the Board of Directors of Parent shall take all actions necessary to cause Stev▇▇ ▇. ▇▇▇▇ ▇▇ be elected Chief Executive Officer of Parent, Jame▇ ▇. ▇▇▇▇▇▇▇ ▇▇ be elected President and Chief Operating Offer of Parent and Juli▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ be elected Chief Financial Officer and Executive Vice President of Parent, and upon the effectiveness of such elections the Steering Committee shall be dissolved for so long as they serve in such capacities. All material decisions of the Steering Committee, which shall be dissolved as of the Closing, shall be mutually agreed upon by Parent and Telemate and shall be deemed to be in compliance with Telemate's obligations and covenants set forth in Section 5.2 hereofCereus. (b) Telemate If this Agreement shall indemnify and hold harmless be terminated pursuant to Section 8.1 and, at the time of such termination, Cereus shall be entitled to receive a termination fee under Section 8.5, then Parent and those employees of shall reimburse Cereus for the costs incurred by Cereus in connection with making its personnel available to Parent who render services to Telemate during the Interim Period in fulfillment of the purposes of this Section 5.1 in an amount equal to $12,500 per week or any part thereof. Reimbursement by Parent to Cereus under this Agreement (including those employees who serve on Section 5.1(b) shall be made simultaneous with the Steering Committee) from and against payment of any claims or liabilities asserted against them relating to their services to Telemate hereunder (and Telemate hereby forever releases Parent and such persons from any claims by or liabilities to Telemate arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Telematetermination fee. (c) Parent shall indemnify and hold harmless Telemate Cereus and those employees of Telemate Cereus who render services to Parent during the Interim Period under this Agreement (including those employees who serve on the Steering CommitteeCommittee or who are elected to be officers of Parent) from and against any claims or liabilities asserted against them relating to their services to Parent hereunder (and Parent hereby forever releases Telemate Cereus and such persons from any claims by or liabilities to Parent arising from or relating to such services), provided that (i) such claims or liabilities did not result from acts or omissions (x) not in good faith or (y) which involve intentional misconduct or a knowing violation of law and (ii) such services were rendered in a manner reasonably and in good faith believed to be in or not opposed to the best interests of Parent. (d) During the Interim Period, Parent shall cause all of its employees made available to Telemate pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Telemate vis-a-vis Parent, (ii) not use to the advantage of Parent any confidential information of Telemate obtained while performing services for or on behalf of Telemate, (iii) not solicit any employees of Telemate to terminate their relationship with Telemate, and (iv) if requested by Telemate to do so, cause each such employee of Parent to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing. (e) During the Interim Period, Telemate Cereus shall cause all of its employees made available to Parent pursuant to this Agreement to use their best efforts to (i) avoid doing anything to the competitive disadvantage of Parent vis-a-vis TelemateCereus, (ii) not use to the advantage of Telemate Cereus any confidential information of Parent obtained while performing services for or on behalf of Parent, (iii) not solicit any employees of Parent to terminate their relationship with Parent, and (iv) if requested by Parent to do so, cause each such employee of Telemate Cereus to execute confidentiality and non-solicitation agreements in customary form in accordance with the foregoing.