|
(iii) the Assigrunent and Assumption Agreement, executed by
<br /> ' Buyer.
<br /> (iv) the NEPA Amendment, executed by Buyer.
<br /> (d) Payment of Accrued Obli at�. Seller will be responsible for
<br /> paying in full the following accrued and unpaid obligations as of the applicable dates: (i) all
<br /> payroll and payroll obligations for the Transferred Employees, including workers' compensation
<br /> ' premiums, through March 9, 2012; (ii) any employment, business, payroll, sales, or use t�
<br /> , relating to Seller's operation of the Accounts and use and ownership of the Assets prior to the
<br /> � Effective Date (and thereafter to the extent set forth in Section 3.4(t), and (iii) any other Liens or
<br /> ' encumbrances on the Accounts and/or the Assets.
<br /> (e) File Expense. Buyer will pay the reasonable costs of photocopying
<br /> j of any hard copy Files relating to the Accounts acquired hereunder.
<br /> �
<br /> ; 3.4 Seller's ObliEations After Closin�.
<br /> (a) Seller's Indemnitv. Seller hereby agrees to defend, indemnify and
<br /> hold harmless the Buyer and Buyer's partners, employees, attorneys, agents and representatives
<br /> - from and against all liabilities, losses, damages, deficiencies, eosts, payments, penalties, fines,
<br /> amounts paid in settlement or other expenses (including, without limitation, interest which may
<br /> be imposed therewith and the reasonable fees and expenses of investigation and counsel)
<br /> (hereinafter collectively referred to as a "Loss" or "Losses") resulting from: (a) any
<br /> misrepresentation or breach of any representatian, warranty, covenant or agreement by the Seller
<br /> made in this Agreement (including, without limitation, all Exhibits and Schedules to this
<br /> Agreement and all other documents delivered by Seller under this Agreement) or as provided in
<br /> this Agreement; (b) any claims, proceedings, actions or investigations made or brought by third
<br /> parties, based on or arising from acts, omissions or the existence of facts relating to the Seller,
<br /> the Assets sold hereunder or the Seller's performance of services for the Accounts prior to the
<br /> Effective Date (and after the Effective Date in connection with the services described in Section
<br /> 3.4(�); (c) the failure of the Seller to perform or discharge when due any of its obligations under
<br /> this Agreement; or(e) any taxes, interest, or penalties of any kind that are related to the Accounts
<br /> and pertain to any period preceding the Effective Date (and after the Effective Date in.
<br /> connection with the services described in Section 3.4(�) or arise from this Agreement.
<br /> (b) Noncompetition Provision. With respect to the Accounts, Seller
<br /> agrees that it will not, at any time within the five (5) year period immediately following the
<br /> Effective Date (the "Non-Compete Covenant Period"), directly engage in, or indirectly engage in
<br /> (through any firm, corporation, partnership, limited liability partnership or other entity in or to
<br /> which Seller is a shareholder, member, partner, manager, director, agent, security holder,
<br /> creditor, consultant, or otherwise) any business activity, which activity is the same as, similar to,
<br /> or competitive with any activity engaged in by Seller with the Accounts prior to the Effective
<br /> 7
<br />
|