PROMPTLY FOLLOWING THE REQUEST OF SELLER, PROVIDE SUCH INFORMATION AND
ADMINISTRATIVE SUPPORT AS WILL BE REASONABLY REQUESTED BY SELLER TO ENABLE
SELLER TO COMPLY WITH ITS OBLIGATIONS WITH RESPECT TO THE ISSUANCE OF FORM 1099
AND OTHER TAX REPORTS, REPORTS AND NOTICES RELATING TO INCOME TAX RETURNS,
PREPARATION OF FINANCIAL STATEMENTS AND COMPLETION OF SELLER'S AUDIT FOR THE
THREE FISCAL YEARS ENDED DECEMBER 31ST FOLLOWING THE CLOSING DATE AND OTHER
SIMILAR MATTERS.
(B)
EMPLOYEES.
PURCHASER WILL MAKE AVAILABLE TO SELLER ON A
REASONABLE BASIS AND AS REQUESTED FROM TIME TO TIME BY SELLER AFTER CLOSING,
THOSE EMPLOYEES OF PURCHASER WITH KNOWLEDGE OF OR RELEVANT TO THE MATTERS
DESCRIBED IN THIS SECTION 7.22 FOR THE PURPOSE OF CONSULTATION, INVESTIGATION
AND/OR TESTIMONY IN CONNECTION THEREWITH.
7.23
INSURANCE.
SELLER SHALL MAINTAIN OR CAUSE TO BE MAINTAINED IN FULL
FORCE AND EFFECT ALL POLICIES OF INSURANCE APPLICABLE TO THE HYDROELECTRIC AND
GAS TURBINE GENERATING STATIONS AS OF THE EFFECTIVE DATE.
ALL SUCH INSURANCE
POLICIES SHALL TERMINATE AS OF THE CLOSING.
7.24
USE OF CERTAIN NAMES.
WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSING,
PURCHASER SHALL CAUSE THE COMPANY TO CEASE USING THE NAME "MIRANT," AND ANY WORD
OR EXPRESSION SIMILAR THERETO OR CONSTITUTING AN ABBREVIATION OR EXTENSION
THEREOF (THE "SELLER MARKS"), INCLUDING ELIMINATING THE SELLER MARKS FROM ANY
ASSETS AND DISPOSING OF ANY UNUSED STATIONERY AND LITERATURE OF THE COMPANY
BEARING THE SELLER MARKS. THEREAFTER, NEITHER PURCHASER NOR ANY OF ITS
AFFILIATES SHALL USE THE SELLER MARKS.
PURCHASER ACKNOWLEDGES THAT NEITHER IT
NOR ITS AFFILIATES HAS ANY RIGHTS WHATSOEVER TO USE THE SELLER MARKS AFTER SAID
THIRTY (30) DAY PERIOD.
WITHOUT LIMITING THE FOREGOING:
(I)
WITHIN FIVE (5) BUSINESS DAYS AFTER THE CLOSING DATE, PURCHASER
SHALL CAUSE THE COMPANY TO CHANGE ITS NAME TO A NAME THAT DOES NOT CONTAIN ANY
OF THE SELLER MARKS.
(II)
WITHIN SIXTY (60) DAYS AFTER THE CLOSING DATE, PURCHASER SHALL
PROVIDE EVIDENCE TO SELLER, IN A FORMAT THAT IS REASONABLY ACCEPTABLE TO SELLER,
THAT PURCHASER HAS MADE ALL GOVERNMENTAL FILINGS REQUIRED PURSUANT TO CLAUSE (I)
ABOVE AND HAS PROVIDED NOTICE TO ALL APPLICABLE GOVERNMENTAL AUTHORITIES AND ALL
COUNTERPARTIES TO THE MATERIAL CONTRACTS REGARDING THE CHANGE OF THE COMPANY'S
AND A NEW ADDRESS FOR THE PURPOSE OF NOTICE TO THE COMPANY.
(III)
NOTWITHSTANDING PURCHASER'S RIGHT TO USE THE SELLER MARKS FOR THE
TIME PERIODS SET FORTH IN THIS SECTION 7.24,
PURCHASER ACKNOWLEDGES AND AGREES
AS FOLLOWS:
(I) NEITHER PURCHASER NOR ANY OF ITS AFFILIATES (INCLUDING THE
COMPANY AFTER THE CLOSING DATE) SHALL BE DEEMED AN AGENT, REPRESENTATIVE OR
JOINT VENTURE PARTNER OF SELLER; (II) SELLER SHALL RETAIN SOLE AND EXCLUSIVE
OWNERSHIP OF THE SELLER MARKS, AND ALL GOODWILL AND RIGHTS RELATED THERETO;
(III) PURCHASER AND ITS AFFILIATES (INCLUDING THE COMPANY AFTER THE CLOSING
DATE) SHALL NOT ENGAGE IN ANY CONDUCT OR TAKE PART IN ANY ACTIVITY THAT WOULD BE
REASONABLY LIKELY TO (A) IMPAIR THE VALIDITY OR ENFORCEABILITY OF THE SELLER
MARKS, (B) DILUTE THE DISTINCTIVENESS OF THE
35
SELLER MARKS, (C) DISPARAGE THE SELLER MARKS OR (D) BE