IS MADE.
14.02
CONSENTS NOT OBTAINED AT CLOSING.
EACH OF THE SELLER AND THE
PURCHASER AGREE TO ATTEMPT DILIGENTLY TO OBTAIN ANY NECESSARY CONSENTS WHICH MAY
BE REQUIRED TO EFFECT THE ASSIGNMENT TO THE PURCHASER OF THE CONTRACT
OBLIGATIONS TRANSFERRED UNDER THIS AGREEMENT AND EACH PARTY WILL DILIGENTLY
COOPERATE WITH THE OTHER IN OBTAINING THE SAME, AND WILL TAKE SUCH STEPS AS
REASONABLY REQUESTED BY SUCH PARTY WITH RESPECT THERETO.
IN SUCH CASES WHERE
SUCH CONSENTS HAVE NOT BEEN OBTAINED BY THE CLOSING DATE, THIS AGREEMENT, TO THE
EXTENT PERMITTED BY LAW AND IF ELECTED BY BUYER, SHALL CONSTITUTE AN EQUITABLE
ASSIGNMENT BY THE SELLER TO THE PURCHASER OF ALL OF THE SELLER'S RIGHTS,
BENEFITS, TITLE AND INTEREST IN AND TO THE ASSIGNED CONTRACTS AND COMMITMENTS,
AND THE PURCHASER SHALL BE DEEMED TO BE THE SELLER'S AGENT FOR THE PURPOSE OF
COMPLETING, FULFILLING AND DISCHARGING ALL OF THE SELLER'S RIGHTS AND
LIABILITIES ARISING AFTER THE CLOSING DATE UNDER SUCH ASSIGNED CONTRACTS AND
COMMITMENTS, AND THE SELLER SHALL TAKE ALL NECESSARY STEPS AND ACTIONS TO
PROVIDE THE PURCHASER WITH THE BENEFITS OF SUCH CONTRACTS AND COMMITMENTS.
14.03
AVOIDANCE OF DOUBLE WITHHOLDING TAXES.
THE PURCHASER AND THE SELLER
HEREBY ACKNOWLEDGE THAT THE STANDARD PROCEDURE DESCRIBED IN SECTION 4 OF THE
REVENUE PROCEDURE 2004-53 AS PROMULGATED BY THE IRS WITH RESPECT TO WAGE
REPORTING, AND F.I.C.A. WITHHOLDING AND SIMILAR TAX AND OTHER COLLECTIONS IS
APPLICABLE TO THE SELLER'S EMPLOYEES WHO BECOME EMPLOYEES OF PURCHASER OR ITS
AFFILIATES.
14.04
USE/REMOVAL OF TRADEMARKS, ETC..
PURCHASER ACKNOWLEDGES AND AGREES
THAT IT HAS AND, UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL
HAVE, NO RIGHT, TITLE, INTEREST, LICENSE, OR ANY OTHER RIGHT WHATSOEVER TO USE
THE TRADE NAMES AND TRADEMARKS OF SELLER OR ITS AFFILIATES, INCLUDING REFERENCES
TO "DPL ENERGY, LLC" AND DERIVATIVES THEREOF, INCLUDING ALL LOGOS ("DPL
MARKS").
PURCHASER SHALL PROMPTLY AFTER THE CLOSING DATE BUT IN NO EVENT LATER
THAN SIXTY (60) DAYS AFTER THE CLOSING DATE,
RETURN OR DESTROY ALL PURCHASED
ASSETS THAT ARE NOT NECESSARY TO THE OPERATION OR MAINTENANCE OF THE FACILITY
THAT CONTAIN ANY DPL MARKS THAT ARE NOT REMOVABLE AND REMOVE OR PERMANENTLY
COVER ANY DPL MARKS FROM THE PURCHASED ASSETS THAT ARE REMOVABLE.
PURCHASER
AGREES NEVER TO CHALLENGE SELLER'S (OR ITS AFFILIATES') OWNERSHIP OF THE DPL
MARKS OR ANY APPLICATION FOR REGISTRATION THEREOF OR ANY REGISTRATION THEREOF OR
ANY RIGHTS OF SELLER OR ITS AFFILIATES THEREIN AS A RESULT, DIRECTLY OR
INDIRECTLY, OF ITS OWNERSHIP OF THE PURCHASED ASSETS.
PURCHASER WILL NOT
CONDUCT ANY BUSINESS OR OFFER ANY GOODS OR SERVICES UNDER ANY DPL MARKS.
PURCHASER WILL NOT SEND, OR CAUSE TO BE SENT, ANY CORRESPONDENCE OR OTHER
MATERIALS TO ANY PERSON ON ANY STATIONERY THAT CONTAINS ANY DPL MARKS OR
OTHERWISE OPERATE THE FACILITY IN ANY MANNER WHICH WOULD OR MIGHT REASONABLY BE
EXPECTED TO CONFUSE ANY PERSON INTO BELIEVING THAT PURCHASER HAS ANY RIGHT,
TITLE, INTEREST, OR LICENSE TO USE ANY DPL MARKS.
14.05
SUPPLEMENTAL DISCLOSURE SCHEDULE.
SELLER MAY SUPPLEMENT THE
DISCLOSURE SCHEDULES DELIVERED PURSUANT HERETO (AS