AND
OBLIGATIONS OF THE DES BUSINESS, AND WILL CONTINUE TO DEFEND AT SELLERS' COST
THE DES BUSINESS AND PRE-CLOSING BUSINESS RELATED LITIGATION AND PRE-CLOSING
PROCEEDINGS, BUYER AGREES THAT IT WILL, AFTER THE EFFECTIVE TIME, COOPERATE WITH
SELLERS TO THE FULLEST EXTENT NECESSARY (SUBJECT TO SECTION 10.8(C)) TO ENABLE
SELLERS TO SATISFY THE DES BUSINESS OBLIGATIONS, CARRY OUT THE DES BUSINESS
OPERATIONS AND DEFEND THE DES BUSINESS AND BUSINESS RELATED LITIGATION AND
PROCEEDINGS.
SPECIFICALLY, WITHOUT LIMITATION, BUYER AGREES THAT (I) IT WILL
ASSIST SELLERS IN THE DEFENSE OF DES BUSINESS AND PRE-CLOSING BUSINESS RELATED
LITIGATION AND PRE-CLOSING PROCEEDINGS, (II) THAT IT WILL ASSIST SELLERS,
THROUGH BUYER'S POWER PRODUCTS DISTRIBUTION ACTIVITIES, IN DEALING WITH
SUPPLIERS OF EQUIPMENT AND SERVICES NECESSARY FOR SELLERS TO CARRY OUT THE DES
BUSINESS RELATED OBLIGATIONS, INCLUDING ASSISTING SELLERS IN OBTAINING EQUIPMENT
ON THE SAME TERMS AS TO WHICH SELLERS COULD ACQUIRE EQUIPMENT AT PRESENT (BUT
SUBJECT TO A MUTUALLY AGREED PRICE), AND (III) THAT IT WILL ASSIST SELLERS IN
OBTAINING TECHNICAL SUPPORT AND OTHER SUPPORT FROM SUPPLIERS REGARDING SOLUTIONS
FOR DES BUSINESS CONTRACT RELATED ISSUES ON EXISTING PROJECTS.
BUYER'S
OBLIGATION TO COOPERATE WILL NOT REQUIRE IT TO PROVIDE DIRECT FINANCIAL SUPPORT
TO SELLERS BUT WILL, IN GENERAL, BE LIMITED TO THE REASONABLE COMMITMENT OF
BUYER'S PERSONNEL TO ASSIST SELLERS IN THE ABOVE REGARDS AND TO PROVIDE ACCESS
TO BOOKS AND RECORDS AND NECESSARY OR APPROPRIATE PERSONNEL, WHICH PERSONNEL
SHALL IN ALL RESPECTS COOPERATE WITH SELLERS IN SUCH MATTERS.
SELLERS WILL
CONTINUE TO WIND DOWN ALL ACTIVITIES OF THE DES BUSINESS, AND, IN THAT REGARD,
BUYER WILL USE ITS REASONABLE BEST EFFORTS TO OFFER EMPLOYMENT (ON TERMS SIMILAR
TO THOSE OFFERED TO OTHER AFFECTED EMPLOYEES) TO CURRENT DES BUSINESS PERSONNEL
UPON THE COMPLETION OF THEIR ACTIVITIES ON BEHALF OF SELLERS.
NOTHING IN THIS
SECTION 10.8(B) SHALL OBLIGATE SELLERS TO PURCHASE EQUIPMENT OR CONTRACT FOR
SERVICES FROM BUYER OR ANY OTHER PERSON.
(C)
IN CONSIDERATION OF BUYER'S SERVICES TO
SELLERS PURSUANT TO THIS SECTION 10.8, SELLERS SHALL
(I)
REIMBURSE BUYER FOR ALL REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY BUYER IN CONNECTION THEREWITH;
(II)
COMPENSATE BUYER AT ITS STANDARD RATES FOR
TIME AND MATERIALS PROVIDED TO SELLERS OR AT THEIR REQUEST TO THE EXTENT COVERED
BY SUCH STANDARD RATES; AND
(III)
COMPENSATE BUYER AT SUCH REASONABLE RATES AS
BUYER MAY ESTABLISH FROM TIME TO TIME FOR OTHER SERVICES PROVIDED TO SELLERS OR
AT THEIR REQUEST.
59
(D)
FROM THE CLOSING DATE UNTIL SIXTY (60) DAYS
THEREAFTER AND AS REASONABLY REQUESTED BY PARENT, BUYER SHALL PROVIDE SUPPORT TO
SELLERS IN THE COLLECTION OF THE ACCOUNTS RECEIVABLE THAT WERE GENERATED BY THE
OPERATIONS OF PARENT'S POWER PRODUCTS DIVISION IN CALIFORNIA AND THAT HAVE BEEN
SOLD TO A THIRD PARTY (THE "CALIFORNIA RECEIVABLES"), AND BUYER SHALL USE ITS
GOOD FAITH EFFORTS TO COLLECT SUCH CALIFORNIA RECEIVABLES CONSISTENT WITH THE
EFFORTS IT AND ITS AFFILIATES USE TO COLLECT THEIR OWN BILLED ACCOUNTS
RECEIVABLE; PROVIDED, THAT SUCH SUPPORT AND EFFORTS SHALL NOT REQUIRE BUYER TO
INITIATE OR OTHERWISE PURSUE LITIGATION.
UPON REQUEST FROM PARENT, BUYER