and all assignments or other documents
necessary to convey such property to S&S on the Separation Date other than
property or assets being sold to Ansary under the APAs.
12.
DOCUMENTS: EMPLOYEE AGREES, EXCEPT TO THE
EXTENT THEY RELATE SOLELY TO THE BUSINESS OF THE DIVISIONS, TO DELIVER TO S&S ON
THE SEPARATION DATE ALL CORRESPONDENCE, MEMORANDA, NOTES, RECORDS, DATA OR
INFORMATION, ANALYSES, CUSTOMER LISTS OR OTHER DOCUMENTS AND ALL COPIES THEREOF
(INCLUDING ANY COMPUTER DISKETTES), MADE, COMPOSED OR RECEIVED BY EMPLOYEE,
SOLELY OR JOINTLY WITH OTHERS, WHICH ARE IN EMPLOYEE'S POSSESSION, CUSTODY, OR
CONTROL AND WHICH ARE RELATED IN ANY MANNER TO THE PAST, PRESENT, OR ANTICIPATED
BUSINESS OF S&S.
13.
COOPERATION: EMPLOYEE SHALL COOPERATE WITH S&S
TO THE EXTENT REASONABLY REQUIRED IN ALL MATTERS RELATING TO THE WINDING UP OF
HIS PENDING WORK (INCLUDING HIS ASSIGNMENTS DURING THE TRANSITION PERIOD) ON
BEHALF OF S&S AND THE ORDERLY TRANSFER OF ANY SUCH PENDING WORK AS REASONABLY
DESIGNATED BY S&S. EMPLOYEE SHALL COOPERATE WITH S&S TO THE EXTENT REASONABLY
REQUIRED TO RESPOND TO QUESTIONS CONCERNING MATTERS WITH RESPECT TO WHICH HE HAS
UNIQUE KNOWLEDGE OR INFORMATION RELATING TO HIS PRIOR RESPONSIBILITIES WITH S&S.
EMPLOYEE FURTHER AGREES, UPON REQUEST BY ANY S&S PARTY, TO COOPERATE FULLY IN
PREPARATION FOR, OR, GIVING DEPOSITIONS OR TESTIFYING IN THE DEFENSE OF, ANY
LITIGATION ARISING FROM EVENTS, ACTS OR OMISSIONS ALLEGED, OR THAT MAY BE
ALLEGED IN THE FUTURE, TO HAVE OCCURRED DURING THE TERM OF HIS EMPLOYMENT WITH
S&S. EMPLOYEE SHALL BE REIMBURSED FOR ANY REASONABLE OUT OF POCKET EXPENSES
INCURRED IN CONNECTION WITH SUCH COOPERATION. EMPLOYEE AND S&S SHALL TAKE SUCH
FURTHER ACTION AND EXECUTE ANY SUCH FURTHER DOCUMENTS AS MAY BE REASONABLY
NECESSARY OR APPROPRIATE IN ORDER TO CARRY OUT THE PROVISIONS AND PURPOSES OF
THIS AGREEMENT.
14.
PARTIES' REPRESENTATIONS:
EMPLOYEE AND S&S
REPRESENT, WARRANT, AND AGREE THAT:
A.
THEY HAVE NOT FILED ANY CLAIMS,
APPEALS, COMPLAINTS, CHARGES OR LAWSUITS AGAINST THE OTHER WITH ANY GOVERNMENTAL
AGENCY OR COURT AND THAT THEY WILL NOT FILE OR PERMIT TO BE FILED OR ACCEPT
BENEFITS FROM ANY CLAIM, COMPLAINT OR PETITION FILED WITH ANY COURT BY EITHER OF
THEM OR ON THEIR BEHALF AGAINST THE OTHER AT ANY TIME HEREAFTER; PROVIDED,
HOWEVER, THIS PROVISION SHALL NOT LIMIT EITHER EMPLOYEE OR S&S FROM FILING AN
ACTION FOR THE SOLE PURPOSE OF ENFORCING THEIR RIGHTS UNDER THIS AGREEMENT; AND
B.
NO OTHER PERSON OR ENTITY HAS ANY
INTEREST OR ASSIGNMENT OF ANY CLAIMS OR CAUSES OF ACTION, IF ANY, THAT EITHER
EMPLOYEE OR S&S MAY HAVE AGAINST THE OTHER, AND THAT THEY HAVE NOT SOLD,
ASSIGNED, TRANSFERRED, CONVEYED OR OTHERWISE DISPOSED OF ANY OF THE CLAIMS,
DEMANDS, OBLIGATIONS OR CAUSES OF ACTION REFERRED TO IN THIS AGREEMENT, AND THAT
EMPLOYEE AND S&S HAVE THE SOLE RIGHT AND EXCLUSIVE AUTHORITY TO EXECUTE THIS
AGREEMENT AND RECEIVE THE CONSIDERATION PROVIDED FOR HEREIN; AND
C.
NEITHER EMPLOYEE NOR S&S IS AWARE OF
ANY FACTS OR CIRCUMSTANCES THAT WOULD CONSTITUTE A VIOLATION OF ANY LAW BY
EMPLOYEE, S&S, OR ANY