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, work product will be delivered on Seller's letterhead, and Seller shall be legally responsible for
<br /> ; such services. Buyer shall cooperate and fulfill its obligations under the Professional Services
<br /> Agreement to complete all unfinished or incomplete work, including but not limited to, final
<br /> , partner approval and clearance on binders, with respect to the services and clients specified on
<br /> Schedule 3.4(fl. Buyer shall cause its personnel, including the Transferred Employees, to
<br /> complete their respective obligations relating thereto. Seller shall be entitled to any payments
<br /> ' received in connection with such services and the Royalty shall not apply to such payment, even
<br /> , if received by Buyer. If Buyer receives payment for such services, it shall promptly remit such
<br /> payment to Seller.
<br /> 3.5 Buver's Obli�ations After Closing.
<br /> (a) BuYer's Indemnitv. Buyer hereby agrees to defend, indemnify and
<br /> hold harmless the Seller and Seller's partners, employees, attorneys, agents and representatives
<br /> from and against any and all Losses resulting from: (a) any misrepresentation or breach of any
<br /> representation, warranty, covenant or agreement by the Buyer made in this Agreement
<br /> (including, without limitation, all Exhibits to this Agreement and all other documents delivered
<br /> by Buyer under this Agreement) or as provided in this Agreemerit; (b) any claims, proceedings,
<br /> actions or investigations made or brought by third parties based on or arising from acts or
<br /> omissions of the Buyer, the Assets sold hereunder or the Buyer's perfarmance of services for the
<br /> Accounts on or after the Effective Date, except as set forth in Section 3.4(fl; or (c) the failure of
<br /> the Buyer to perform or discharge when due any qf its obligations under this Agreement. Buyer
<br /> shall not be required to indemnify Seller from or against any Losses arising from Seller's acts or
<br /> omissions on or after the Effective Date, except as set forth in Section 3.4(fl.
<br /> (b) Noncomnetition Provision. For purposes of this paragraph 3.5(b)
<br /> only, the restrictions herein pertain to the Seller Clients, provided, however, that if at any time
<br /> after the Closing Seller transfers or sells any of the Seller Clients in Part (B) of Exhibit B, the
<br /> restrictions herein shall apply only to the Seller Clients that have not been transferred or sold.
<br /> With respect to the Seller Clients, Buyer agrees that it will not, at any time within the Non-
<br /> Compete Covenant Period, directly engage in, or indirectly engage in (through any firm,
<br /> corporation, partnership, limited liability partnership or other entity in or to which Buyer is a
<br /> shareholder, member, partner, manager, director, agent, security holder, creditor, consultant, or
<br /> otherwise) any business activity which activity is the same as, similar to, or competitive with any
<br /> activity engaged in by Seller with the Seller Clients prior to the Effective Date. This covenant
<br /> shall become an asset of the.Seller and mav be transferred as part of anv future sale or
<br /> other transfer of the Seller or the Seller's assets.
<br /> (c) Nonsolicitation Provision. Buyer agrees that it will not, at any
<br /> time within the Non-Compete Covenant Period and as otherwise stated in this Section 3.5(c): (i)
<br /> disrupt Seller's relationships with the Seller Clients; (ii) solicit the trade of any of the Seller
<br /> Clients, such that any Seller Client reduces the amount of business which it does (or, but for such
<br /> solicitation, would do) with Seller ar any of its affiliates or (iii) solicit or induce any employee,
<br /> distributor, sales representative, agent or contractor of Seller or any of its affiliates (other than
<br /> the Transferred Employees} to terminate his or its employment or other relationship with Seller
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