WITH
REASONABLE ACCESS TO SUCH RECORDS AND THE RIGHT TO MAKE COPIES THEREOF; PROVIDED
THAT TO THE EXTENT THAT A PARTY ENGAGES A THIRD PARTY TO MANAGE, MAINTAIN OR
STORE ITS RECORDS, THE PARTY SEEKING ACCESS TO SUCH RECORDS SHALL PAY ANY ACCESS
AND/OR COPY FEES CHARGED BY SUCH THIRD PARTY.
11.11.
ACCESS TO EMPLOYEES.
FOR A PERIOD OF THREE YEARS AFTER THE CLOSING,
METHODE SHALL PERMIT TORSTEN REMPE TO MAKE HIMSELF (AND SUCH FORMER EMPLOYEES OF
THE SELLERS TO WHOM TORSTEN REMPE MAY IN HIS DISCRETION DELEGATE SUCH
ACTIVITIES) AVAILABLE TO THE SELLERS TO A REASONABLE EXTENT TO PROVIDE SUCH
ASSISTANCE AS THE SHAREHOLDER MAY REASONABLY REQUEST IN WINDING UP THE
SELLERS' AFFAIRS, PROVIDED THAT ALL REQUESTS FOR SUCH ASSISTANCE SHALL BE
DIRECTED TO, AND HANDLED THROUGH, TORSTEN REMPE AND FURTHER PROVIDED THAT SUCH
ASSISTANCE DOES NOT MATERIALLY INTERFERE WITH THE PERFORMANCE OF THEIR JOB
RESPONSIBILITIES FOR THE BUYERS.
IN ADDITION, METHODE SHALL NOT PROHIBIT SIMON
GRIMA FROM CONTINUING TO HOLD THE OFFICE OF MANAGING DIRECTOR OF HETRONIC MALTA
(AS RENAMED) IN ORDER TO EXECUTE SUCH DOCUMENTS AS THE SELLERS MAY REQUIRE FOR
SO LONG AS SUCH ACTIVITIES DO NOT MATERIALLY INTERFERE WITH HIS PERFORMANCE OF
HIS JOB RESPONSIBILITIES FOR THE BUYERS, PROVIDED THAT THE SELLING PARTIES
ACKNOWLEDGE THAT SIMON GRIMA'S CONTINUED ACTIVITIES AS MANAGING DIRECTOR OF
HETRONIC MALTA SHALL BE AT HIS DISCRETION AND METHODE HAS NO OBLIGATION TO
REQUIRE HIM TO CONTINUE TO HOLD SUCH OFFICE.
THE SELLING PARTIES ACKNOWLEDGE
THAT OTHER EMPLOYEES OF THE SELLERS HIRED BY THE BUYERS MAY BE REQUIRED TO
RESIGN ANY OFFICES HELD WITH THE SELLERS.
11.12.
RECEIVABLES. BUYERS SHALL USE REASONABLE EFFORTS TO COLLECT ALL
RECEIVABLES INCLUDED IN THE ACQUIRED ASSETS. IN THE EVENT ANY OF THE RECEIVABLES
INCLUDED IN THE ACQUIRED ASSETS REMAIN UNCOLLECTED TWELVE (12) MONTHS AFTER THE
CLOSING DATE, THEN BUYERS SHALL PROVIDE THE SELLERS WITH A DETAILED LIST OF SUCH
REMAINING UNCOLLECTED RECEIVABLES INCLUDED IN THE ACQUIRED ASSETS AND BUYERS
SHALL HAVE THE RIGHT TO CAUSE THE SELLERS TO REPURCHASE SUCH UNCOLLECTED
RECEIVABLES IDENTIFIED IN WRITING BY BUYERS FOR THE NOMINAL VALUE OF SUCH
UNCOLLECTED RECEIVABLES (WITHOUT ANY DISCOUNT FOR COLLECTABILITY), PROVIDED THAT
SELLERS SHALL NOT BE REQUIRED TO REPURCHASE, IN THE AGGREGATE, UNCOLLECTED
RECEIVABLES WITH A NOMINAL VALUE IN EXCESS OF FIFTY PERCENT OF THE NOMINAL VALUE
OF ALL REMAINING UNCOLLECTED RECEIVABLES INCLUDED IN THE ACQUIRED ASSETS.
UPON
REPURCHASING ANY RECEIVABLES AS REQUIRED UNDER THIS SECTION 11.12, THE SELLERS
SHALL HAVE THE RIGHT TO PURSUE ALL AVAILABLE RIGHTS AND REMEDIES TO COLLECT SUCH
REPURCHASED RECEIVABLES.
41
11.13.
ENFORCEMENT OF EXISTING NDAS.
THE SELLING PARTIES AGREE THAT IN THE
EVENT THAT ANY THIRD PARTY VIOLATES OR THREATENS TO VIOLATE THE TERMS OF ANY
EXISTING NDA AFTER THE CLOSING, THE SELLING PARTIES SHALL, TO THE EXTENT
REQUESTED IN WRITING BY THE BUYERS, ENFORCE THE TERMS OF SUCH EXISTING NDA
AGAINST SUCH THIRD PARTY AND SEEK SUCH EQUITABLE RELIEF AS THE BUYERS MAY
REASONABLY REQUEST; PROVIDED THAT THE BUYERS SHALL REIMBURSE THE SELLING PARTIES
FOR THEIR REASONABLE OUT-OF-POCKET