CompUSA 2014 Annual Report Download - page 164

(b)
The Buyer and the Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of
any claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records,
information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in
connection therewith.
(c)
The Buyer shall reimburse Seller for $10,000 annually for six (6) years following the Closing Date for the cost of
D&O insurance to be obtained to insure against D&O related covered wrongful acts occurring at the Companies prior to the Closing Date.
(d)
The provisions of this Section 5.8: (i) are intended to be for the benefit of, and shall be enforceable by, each
Indemnitee, his or her heirs and his or her representatives; and (ii) are in addition to, and not in substitution for, any other rights to
indemnification or contribution that any such person may have by contract or otherwise.
(e)
In the event that within the six (6) year period commencing immediately after the Closing Date, the Buyer, any of
the Companies, or any of their successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving
corporation or entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person,
then, and in each such case, proper provision shall be made for the satisfaction of the Buyer’s obligations under this Section 5.8.
(f)
The obligations of the Buyer under this Section 5.8 shall not be terminated or modified in such a manner as to
adversely affect any Indemnitee to whom this Section 5.8 applies without the consent of the affected Indemnitee (it being expressly agreed that
the Indemnitees to whom this Section 5.8 applies shall be third-
party beneficiaries of this Section 5.8). Any Indemnitee may request proof from
Buyer of the insurance required under this Section 5.8 at any time.
5.9 Retention of Records. The Buyer shall cause each of the Companies to retain all books and records relating to pre-
Closing
Tax, accounting or legal matters for a period of at least six (6) years from the Effective Time; provided, however, that at the end of such six (6)
year period any such document or record may be disposed of by each of the Companies if such Company first offers to surrender possession
thereof to the Seller. The Seller shall have the right during business hours, upon reasonable notice to the Buyer, to inspect and make copies of
any such records for any reasonable purpose. The Seller shall retain all books and records relating to pre-
Closing Tax, accounting or legal
matters for a period of at least six (6) years from the Effective Time which relate to any Company and their operations; provided, however, that
at the end of such six (6) year period any such document or record may be disposed of by the Seller if the Seller first offers to surrender
possession thereof to the Buyer. The Buyer shall have the right during business hours, upon reasonable notice to the Seller, to inspect and make
copies of any such records for any reasonable purpose.
5.10 Benefits. Seller and Buyer shall work together to split the Seller’s health, dental and vision plans and Seller’
s stop loss
insurance provided by Sun Life into separate plans, one for the Benefit of the U.S. Company employees and one for Seller and its Affiliate’
s
employees (the “Plan Split”).
The Parties shall use commercial reasonable efforts to affect the Plan Split by February 28, 2015. Following the
Plan Split, Buyer will maintain a health insurance plan for U.S. Companies' employees through December 31, 2015 that is substantially similar
to Seller's health insurance plan as set forth on Schedule 3.19(a) with claims administered by UHC and stop loss insurance provided by Sun Life.
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