ACCESS TO FORMER EMPLOYEES. (a) After the Closing Date, Northrop Grumman will make available to Newco and its Subsidiaries employees of TRW whom Newco and its Subsidiaries may reasonably need in order to defend or prosecute any legal or administrative action to which Newco and its Subsidiaries is a party and which relates to the conduct of the Automotive Business prior to the Closing Date. Newco or its Subsidiary will pay or reimburse TRW for all reasonable expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and Newco or its Subsidiary will compensate TRW for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
(b) After the Closing Date, Newco or its Subsidiaries will make available to Northrop Grumman and its Subsidiaries employees of Newco or its Subsidiaries whom Northrop Grumman and its Subsidiaries may reasonably need in order to defend or prosecute any legal or administrative action to which Northrop Grumman and its Subsidiaries is a party and which relates to the conduct of the Automotive Business prior to the Closing Date. Northrop Grumman or its Subsidiary will pay or reimburse Newco or its Subsidiary for all reasonable expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and Northrop Grumman or its Subsidiary will compensate Newco or its Subsidiary for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
(c) On or prior to the dates set forth therein, Parent shall cause Newco to deliver to Northrop Grumman letters in the forms attached hereto as Exhibit J-1 and Exhibit J-2 dated as set forth therein, executed by the appropriate officers of Newco as set forth therein with such changes therein as the officer executing the same shall deem necessary.
37. Amendment to Section 8.2(c). Section 8.2(c) of the Master Purchase Agreement is hereby deleted and replaced in its entirety with the following:
ACCESS TO FORMER EMPLOYEES. After the Closing, each of Buyer and Seller will cooperate with the other, and cause its employees to cooperate with the other, in furnishing information, evidence, testimony, and other assistance as may be reasonably requested by the other party in connection with any action, proceeding, or investigation by a third party relating to the VC Business. The party requesting such assistance will pay or reimburse the other party for all reasonable out of pocket expenses incurred by the party providing such assistance in connection therewith, including, without limitation, all travel, lodging, and meal expenses.
ACCESS TO FORMER EMPLOYEES. After the Closing, Purchaser will make available to TRW former employees of TRW employed by Purchaser whom TRW may reasonably need in order to defend or prosecute any legal or administrative action to which TRW is a party. TRW will pay or reimburse Purchaser for all expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and TRW will compensate Purchaser for the number of whole business days spent by each such employee in providing such services at the rate of one hundred thirty percent (130%) of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
ACCESS TO FORMER EMPLOYEES. After the Closing, each party will make available to the other party employees of Akzo Nobel Korea, Ferro, and the Subsidiary whom the other party may reasonably need in order to defend or prosecute any legal or administrative action to which Ferro or Akzo Nobel Korea are a party and which relates to the Subsidiary before the Closing. The requesting party will pay or reimburse the other party for all reasonable expenses which may be incurred by such employees in connection therewith, including all travel, lodging, and meal expenses, and will further compensate the other for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
ACCESS TO FORMER EMPLOYEES. After the Closing, each party will make available to the other party such employees (including former employees) of the Powder Coatings Business, and other employees with personal knowledge of a particular claim or event, as the other party may reasonably request in order to defend or prosecute any legal or administrative action to which the Ferro Sellers or the RandH Buyers are a party and which relates to the conduct of the Powder Coatings Business. The requesting party will pay or reimburse the other party for all reasonable expenses which may be incurred by such employees in connection therewith, including all travel, lodging, and meal expenses, and will further compensate the other for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
ACCESS TO FORMER EMPLOYEES. After the Closing, Buyer will make available to Seller, at reasonable times and for reasonable periods, employees of the Company whom Seller may reasonably need in order to defend or prosecute any legal or administrative action to which Seller is a party. Seller will pay or reimburse the Company for all reasonable expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and Seller will compensate the Company for the number of whole business days spent by each such employee in providing such services at the rate of one hundred percent (100%) of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
ACCESS TO FORMER EMPLOYEES. After the Closing, each party will make available to the other party the employees of Novolyte, Ferro, and the Fine Chemicals Business whom the other party may reasonably need in order to defend or prosecute any legal or administrative action to which Ferro or Novolyte are a party and which relates to the conduct of the Fine Chemicals Business. The requesting party will pay or reimburse the other party for all reasonable expenses which may be incurred by such employees in connection therewith, including all travel, lodging, and meal expenses, and will further compensate the other party for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
ACCESS TO FORMER EMPLOYEES. After the Closing, each party will make available to the other party employees of International Paint, the Ferro Sellers, and the Powder Coatings Business whom the other party may reasonably need in order to defend or prosecute any legal or administrative action to which the Ferro Sellers or International Paint are a party and which relates to the conduct of the Powder Coatings Business before the Closing. The requesting party will pay or reimburse the other party for all reasonable expenses which may be incurred by such employees in connection therewith, including all travel, lodging, and meal expenses, and will further compensate the other for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
ACCESS TO FORMER EMPLOYEES. After the Closing, each party will make available to the other party employees of Olympic Plastics, the Ferro Sellers, and the Specialty Plastics Business whom the other party may reasonably need in order to defend or prosecute any legal or administrative action to which the Ferro Sellers or Olympic Plastics are a party or to prepare and/or file any legally required filings and which relates to the conduct of the Specialty Plastics Business before the Closing. The requesting party will pay or reimburse the other party for all reasonable expenses which may be incurred by such employees in connection therewith, including all travel, lodging, and meal expenses, and will further compensate the other for the number of whole business days spent by each such employee in providing such services at the rate of 130% of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are performed.
ACCESS TO FORMER EMPLOYEES. For a period of five (5) years after the -------------------------- Closing Date, Buyer shall make available to Seller Acquired Employees whose assistance Seller may reasonably require in connection with the defense of any Action involving Seller which relates to the conduct of the CheckVision Business prior to the Closing. Seller shall pay or reimburse Buyer for all reasonable expenses incurred by such Acquired Employees, respectively, in connection therewith, including, without limitation, expenses for travel, lodging and meals.
