Transition Operations. Between the date hereof and Closing, neither Seller nor any Member will take any action that is designed or intended to have the effect of discouraging any customer or business associate of Seller from maintaining the same business relationships with Buyer after the Closing that it maintained with Seller before the Closing. Specifically, and without limitation, Seller and each Member will:
Transition Operations. From and after the Closing, neither Seller nor Shareholder will take any action that is designed or intended to have the effect of discouraging any customer or business associate of Seller from maintaining the same business relationships with Buyer after the Closing that it maintained with Seller before the Closing. Specifically, and without limitation, after the Closing, Seller and Shareholder will:
Transition Operations. From and after the Closing until the period of the noncompete provisions set forth in Section 5.2 have terminated, neither Seller nor Shareholder will take any action that is designed or intended to have the effect of discouraging any customer or business associate of Seller from maintaining the same business relationships with Buyer after the Closing that it maintained with Seller before the Closing. Specifically, and without limitation, after the Closing until the period of the non compete provisions set forth in Section 5.2 have terminated, Seller and Shareholder will:
Transition Operations. With respect to any portion of the Oil and Gas Properties operated by Company or its agent, after Closing and until such time as Buyer may be recognized and approved by the applicable federal or state agency as Operator of such portion of the Oil and Gas Properties, FOC shall operate such portion of the Oil and Gas Properties for the account of Buyer, under the terms of the Intercompany Services Agreement listed on Schedule 4.7 between the Company and FOC. In connection with such operations under the Intercompany Services Agreement, the Company shall pay FOC consistent with the provisions of thereof, plus an additional fee equal to US$200,000 per month, provided that such additional fees shall begin to accrue from the first day of the first month beginning at least 90 days after Closing. Upon Buyer being recognized as operator as to all of the Oil and Gas Properties, Buyer shall deliver to FOC written notice of its intention to assume operations, designating the date of its intended assumption. On such date, the Intercompany Services Agreement shall immediately terminate and be of no further force and effect, with no further liability thereunder on the part of either Buyer or the Company, except for reimbursements and a pro rata portion of the operating fee for the period through the date of termination and any indemnity protections that survive termination per the terms of the Intercompany Services Agreement.
Transition Operations. The Transition O&M Agreement.
Transition Operations. Transition Manager – *** Account Manager – *** Client Operations Head – *** Operations Manager – *** Process #1 Supervisor– *** Exhibit 8
Transition Operations. 27 7.10 Letter Agreement Concerning Capital Expenditures.............................27 7.11
Transition Operations. 30 7.11 CONFIDENTIALITY...............................................................................30 7.12
Transition Operations. 22 8.8 Irrevocable Bank Instructions...............................22 8.9 SCE Letter..................................................22 8.10 No Broker Fees Letter.......................................22 8.11 Ormat Technologies Letter...................................22 8.12
Transition Operations. Purchaser has requested that for the duration of the transition period set forth in the Transition Services Agreement, Seller shall seek to continue the employment of each individual listed on Exhibit X attached hereto (collectively, the “Employees”); provided, that Seller shall not be required to change any terms of employment of such Employee in order to induce such Employee to remain in the employ of Seller or any Affiliate thereof during the transition period. The Employees will continue to provide the same services for the Properties as they provided prior to the Closing. In addition, Purchaser has requested that for the duration of the transition period set forth in the Transition Services Agreement, Seller extend the term of that certain Contract Operating Agreement dated March 1, 2006 (the “Brammer Agreement”), between Xxxx-XxXxx Oil & Gas Onshore, LLC and Xxxxxxx Engineering, Inc. covering certain services related to those Properties located in the Iowa, Louisiana field. Purchaser agrees (i) to pay all costs and expenses associated with such continued employment of the Employees during the transition period including, but not limited to, the cost and expense of any employee benefits and increase of severance arrangements previously offered by Seller to such employee, (ii) to reimburse Seller within ten (10) days after receipt of an invoice therefor all costs and expenses related to such extension of the term of the Brammer Agreement, and (iii) to indemnify, defend, and hold harmless the Seller Indemnified Persons from and against any and all Losses asserted against, resulting from, imposed upon, or incurred or suffered by any Seller Indemnified Person, directly or indirectly, to the extent resulting from, arising out of, or relating to the continued employment of the Employees and extension of the term of the Brammer Agreement during the transition period. The costs and expenses associated with the continued employment of the Employees during the transition period shall be deemed Assumed Seller Obligations under the Purchase Agreement and Seller and Purchaser hereby agree that the Purchase Price will be increased by an amount equal to $150,811 to cover such costs and expenses. Seller and Purchaser further agree that such increase to the Purchase Price shall be treated as an adjustment to Purchase Price under Section 2.2 of the Purchase Agreement.
