Common use of Transition Matters Clause in Contracts

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Sellers shall use commercially reasonable efforts to cooperate with Purchaser and its Representatives in its development of Purchaser’s operational transition plan with regard CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to the Company and the Company Assets (including the Project) and implementation thereof from and after the Closing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, (ii) furnishing, and causing the Company to furnish access to such Representatives of Sellers and the Company as Purchaser may reasonably request and (iii) furnishing, and causing the Company to furnish, such financial and operating data and information with respect to the Company as Purchaser may reasonably request, in each case of clauses (i) through (iii) solely to the extent reasonably related to Purchaser’s development of its operational transition plan and implementation thereof from and after the Closing Date; provided, however, that any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to the Transferred Interests or the Project, or the output of the Project, in connection with the transactions contemplated by this Agreement or otherwise, or of analyses or other information relating to such communications, (C) cause significant competitive harm to Sellers, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated, (D) jeopardize any attorney-client or other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the access provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: Xxx Xxxxxx) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the date that is 60 days prior to the anticipated Closing Date. For the avoidance of doubt, neither Purchaser’s development or implementation of its operational transition plan shall be a condition to Closing.

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Sellers shall use commercially reasonable efforts to cooperate with Purchaser and its Representatives in its development of Purchaser’s operational transition plan with regard CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. with Purchaser and its Representatives in its development of Purchaser’s operational transition plan with regard to the Company and the Company Assets (including the Project) and implementation thereof from and after the Closing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, (ii) furnishing, and causing the Company to furnish access to such Representatives of Sellers and the Company as Purchaser may reasonably request and (iii) furnishing, and causing the Company to furnish, such financial and operating data and information with respect to the Company as Purchaser may reasonably request, in each case of clauses (i) through (iii) solely to the extent reasonably related to Purchaser’s development of its operational transition plan and implementation thereof from and after the Closing Date; provided, however, that any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to the Transferred Interests or the Project, or the output of the Project, in connection with the transactions contemplated by this Agreement or otherwise, or of analyses or other information relating to such communications, (C) cause significant competitive harm to Sellers, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated, (D) jeopardize any attorney-client or other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the access provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: Xxx Xxxxxx) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the date that is 60 days prior to the anticipated Closing Date. For the avoidance of doubt, neither Purchaser’s development or implementation of its operational transition plan shall be a condition to Closing. CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Transition Matters. Without limiting the generality of Sections 8.02(a) and 8.02(b), following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Sellers shall use commercially reasonable efforts to cooperate with Purchaser and its Representatives in its development of Purchaser’s operational transition plan with regard CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to the Company and the Company Assets (including the Project) and implementation thereof from and after the Closing Date. Such commercially reasonable efforts of Sellers shall consist solely of (i) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request, (ii) furnishing, and causing the Company to furnish access to such Representatives of Sellers and the Company as Purchaser may reasonably request and (iii) furnishing, and causing the Company to furnish, such financial and operating data and information with respect to the Company as Purchaser may reasonably request, in each case of clauses (i) through (iii) solely to the extent reasonably related to Purchaser’s development of its operational transition plan and implementation thereof from and after the Closing Date; provided, however, that any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or the Company (or any of their respective Representatives) shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to the Transferred Interests or the Project, or CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the output of the Project, in connection with the transactions contemplated by this Agreement or otherwise, or of analyses or other information relating to such communications, (C) cause significant competitive harm to Sellers, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated, (D) jeopardize any attorney-client or other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse and hold harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or against, any of them relating to, resulting from or arising out of the access provided to Purchaser or its Representatives pursuant to this Section 8.02(c), including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: Xxx Xxxxxx) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the date that is 60 days prior to the anticipated Closing Date. For the avoidance of doubt, neither Purchaser’s development or implementation of its operational transition plan shall be a condition to Closing.

Transition Matters. Without limiting the generality of Sections 8.02(a) Buyer acknowledges and 8.02(b), following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Sellers shall use commercially reasonable efforts to cooperate with Purchaser and its Representatives in its development of Purchaser’s operational transition plan with regard CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to the Company and the Company Assets (including the Project) and implementation thereof from and after agrees that on the Closing Date. Such commercially reasonable efforts , Buyer and its Affiliates shall cease and permanently discontinue all uses of Sellers shall consist solely of the “XXXX” name, any trademarks associated therewith and any derivatives thereof (itogether, the “XXXX Name”) causing the Company to provide access to and right to inspect the Project and the Owned Real Property as Purchaser may reasonably request“AIRBUS” name, any trademarks associated therewith and any derivatives thereof (iitogether, the “AIRBUS Name”) furnishingand complete the removal of the XXXX Name and AIRBUS Name from all assets, properties and causing the Company to furnish access to such Representatives materials of Sellers and the Company as Purchaser may reasonably request and (iii) furnishing, and causing the Company to furnish, such financial and operating data and information with respect or related to the Company as Purchaser may reasonably requestBusiness, in each case of clauses including all products, technical information and promotional materials. Notwithstanding the foregoing, Buyer shall be permitted to use the XXXX Name: (ia) through (iii) solely on invoices, products, technical information and other deliverables to the extent reasonably related specifically required for Buyer to Purchaser’s development comply with the requirements of its operational transition plan any Government Contract that is an Assigned Contract until the novation thereof, and implementation thereof from and after (b) for ninety (90) days following the Closing Date; provided, howeveron finished goods and inventory bearing the XXXX Name existing as of Closing, that any such investigation shall be subject to any applicable confidentiality restrictions thereto or hereunder, and shall be conducted during ordinary business hours upon reasonable advance notice to Sellers, under supervision of Sellers’ or the Company’s personnel and in a manner so as not to interfere with the normal operations of the Company, including compliance with safety and OSHA rules and other rules of conduct imposed by the Company, its Affiliates or the operator of the Project, and Purchaser shall have no right hereunder to perform invasive or subsurface investigation of the Owned Real Property. Notwithstanding the foregoing or anything to the contrary in this Agreement, none of Sellers or extent that it is impracticable for Buyer to remove the Company (or any of their respective Representatives) XXXX Name from such finished goods and inventory; provided that Buyer shall be required to disclose any information or provide such access to Purchaser if such disclosure or access would, in the Sellers’ sole discretion, (A) be repetitive or duplicative of information and access previously provided, (B) involve disclosure of bids, letters of intent, expressions of interest or other proposals received from third parties with respect to the Transferred Interests or the Project, or the output of the Project, in connection with the transactions contemplated by this Agreement or otherwise, or of analyses or other information relating to such communications, (C) cause significant competitive harm to Sellers, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated, (D) jeopardize any attorney-client or other privilege or (E) contravene any Applicable Law, any fiduciary duty or any agreement binding on Sellers or the Company entered into prior to the date of this Agreement. Without regard to Article XII, Purchaser shall indemnify, defend, reimburse indemnify and hold Seller harmless each of Sellers and their Representatives from and against any and all Losses incurred or sustained by, or imposed upon or againstupon, any of them relating toSeller based upon, resulting arising from or arising out relating to Buyer’s use of the access provided to Purchaser or XXXX Name. Buyer, for itself and its Representatives pursuant to this Section 8.02(c)Affiliates, including any penalties or other Losses as a result of non-compliance of safety rules and other applicable rules of conduct by Purchaser or its Representatives. All requests for access and information by Purchaser pursuant to this Section 8.02(c) shall be submitted or directed exclusively to PurEnergy, LLC (attention: Xxx Xxxxxx) or to such other entities or individuals as Sellers may designate in writing from time to time. The Parties understand and agree agrees that the access and information to be requested by Purchaser pursuant this Section 8.02(c) after the date of this Agreement shall be limited but will increase in frequency and in detail from and after the date Closing Date that is 60 days prior Buyer and its Affiliates (a) will not expressly, or by implication, do business as or represent themselves as Seller, or (b) with respect to products or services sold or provided by them after the Closing Date, will not represent that such products or services are those of Seller. Buyer, for itself and its Affiliates, acknowledges and agrees that neither Buyer nor any of its Affiliates shall have any rights in the XXXX Name or the AIRBUS Name and neither Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of Seller or any of its Affiliates in or to the anticipated Closing Date. For XXXX Name or the avoidance of doubt, neither Purchaser’s development or implementation of its operational transition plan shall be a condition to ClosingAIRBUS Name.