Southern and Southern. Energy shall provide each other all documents and information, and make available employees and officers of Southern and Southern Energy, as reasonably requested by the other party, on a mutually convenient basis during normal business hours, to aid the other party in preparing any Tax Return described in Section 2.1 of this Agreement to the extent that such Tax Return relates to any Pre-Distribution Period or to contest any Audit of any such Tax Return.
Southern and Southern. Energy shall continue discussions following the Separation Date regarding the appropriate ownership and operation of the Mobile, Alabama cogeneration facility, including the possibility of an incentive-based operating agreement with a Southern Energy Subsidiary.
Southern and Southern. Energy each may separately enforce the Southern Employee Agreements of Southern Energy and former Southern employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) Southern Energy shall not commence any litigation relating thereto without first consulting with Southern's General Counsel or his or her designee and (ii) Southern shall not commence any litigation relating thereto against any former Southern employee who is at the time a Southern Energy Employee without first consulting with Southern Energy's General Counsel or his or her designee. If either party, in seeking to enforce any Southern Employee Agreement, notifies the other party that it requires, or desires, the other party to join in such action, then the other party shall do so. In addition, if either party commences or becomes a party to any action to enforce a Southern Employee Agreement of a Southern Energy Employee or former Southern employee, the other party shall, whether or not it becomes a party to the action, cooperate with the other party by making available its files and employees who have information or knowledge relevant to the dispute, subject to appropriate measures to protect the confidentiality of any proprietary or confidential information that may be disclosed in the course of such cooperation or action and subject to any relevant privacy laws and regulations. Any such action shall be conducted at the expense of the party 34 40 bringing the action and the parties shall agree on a case by case basis on compensation, if any, of the other party for the value of the time of such other party's employees as reasonably required in connection with the action.
Southern and Southern. Energy each acknowledge that actions contemplated to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no party shall be deemed to be in violation of this Agreement if such party fails to comply with any provisions hereof based upon such party's good faith determination that to do so would violate such a fiduciary duty or standard.
Southern and Southern. Energy understand and acknowledge that matters relating to the making, performance, enforcement, assignment and termination of employee agreements are typically governed by the laws and regulations of the national, federal, state or local governmental unit where an employee resides, or where an employee's services are rendered, and that such laws and regulations may supersede or limit the applicability or enforceability of this Section 10.05. In such circumstances, Southern and Southern Energy agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 10.05 and that is consistent with applicable law.
Southern and Southern. Energy each may separately enforce the Southern Employee Agreements of Southern and former Southern Energy employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) Southern shall not commence any litigation relating thereto without first consulting with Southern Energy's General Counsel or his or her designee and (ii) Southern Energy shall not commence any litigation relating thereto against any former Southern Energy employee who is at the time a Southern Employee without first consulting with Southern's General Counsel or his or her designee. If either party, in seeking to enforce any Southern Energy Employee Agreement, notifies the other party that it requires, or desires, the other party to join in such action, then the other party shall do so. In addition, if either party commences or becomes a party to any action to enforce a Southern Energy Employee Agreement of a Southern Employee or former Southern Energy employee, the other party shall, whether or not it becomes a party to the action, cooperate with the other party by making available its files and
Southern and Southern. Energy shall each execute and deliver such documents, agreements and instruments and take such actions as may be necessary to effect the transactions contemplated in connection with the Plant Dahlxxxx Xxxnsaction, on substantially the terms set forth in Schedule 5.12 attached hereto.
