Common use of After the Closing Date Clause in Contracts

After the Closing Date. Seller shall and shall cause its Affiliates to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller's ownership, rights and privileges in the Purchased Assets in Buyer. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and Buyer shall have waived the applicable condition to Closing with respect to such item(s), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.11, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyer the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the obligations thereunder to the extent permitted by Law.

After the Closing Date. Buyer and Seller shall provide each other with such cooperation and shall cause its Affiliates to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller's ownership, rights and privileges in the Purchased Assets in Buyer. Notwithstanding anything information relating to the contrary contained Business or the Acquired Subsidiaries as either party reasonably may request in filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or effectuating the terms of this Agreement. The parties shall retain, all Tax Returns, schedules, work papers and other material documents relating thereto, until the seventh anniversary of the Closing Date or, if later, the expiration of any relevant statute of limitations (and, to the extent that notified by any party, any extensions thereof) and, unless such Tax Returns and other documents are offered and delivered to Sellers or Buyer, as applicable, until the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer final determination of any Purchased Asset is prohibited by Tax in respect of such years. Any information obtained under this Section 6.5 shall be kept confidential, except as may be otherwise necessary in connection with filing any applicable Law Tax Return (or would require amended Tax Return) or refund claim, determining any Governmental Entity Tax liability or a right to a refund, conducting or defending any audit or other third party authorizationsproceeding in respect of Taxes or otherwise effectuating the terms of this Agreement. Notwithstanding the foregoing, approvalsneither Seller nor Buyer, consents nor any of their Affiliates, shall be required unreasonably to prepare any document, or waivers and such authorizationsdetermine any information not then in its possession, approvalsin response to a request under this Subsection 6.5.4; provided, consents or waivers however, no request shall not have been obtained prior be deemed unreasonable if made in response to the Closing and Buyer shall have waived the applicable condition to Closing with respect to such item(s), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery request of a Purchased Asset taxing authority for information on documents not sold, assigned, transferred, conveyed in the possession of the party receiving the request nor otherwise reasonably available to it. Nothing in this Subsection 6.5.4 shall limit (or delivered at be construed as limiting) the Closing is obtained, obligation of Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to indemnify Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing Indemnified Parties pursuant to this Section 6.11, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyer the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the obligations thereunder to the extent permitted by Law9.3.

After the Closing Date. Seller shall, and shall cause its Affiliates, to preserve and keep the records relating to the Acquired Company or the Business for a period of seven (7) years from the Closing Date, or, if shorter, in accordance with the standard record retention policies of Seller, or, if longer, as required by applicable Law. Seller, upon any reasonable request from Purchaser or its Representatives, shall, and shall cause its Affiliates, to make available to Purchaser and its Representatives such records, as may be reasonably requested by Purchaser in connection with claims by or against Purchaser or any of its Affiliates related to the Acquired Company , the Business or the transactions contemplated by this Agreement or compliance by Purchaser with its obligations under this Agreement or any Purchaser Document; provided that Seller shall not be obligated to make available (i) information that, if provided to Purchaser or its Representatives, would violate applicable Law or (ii) any information, the disclosure of which would reasonably be expected to result in the loss of any legal privilege available to Seller or any of its Affiliates relating to such information or would cause Seller or any of its Affiliates to breach a confidentiality obligation by which any of them is bound; provided further that Seller shall notify Purchaser of the nature of the information being withheld and, at Purchaser’s request, take reasonable actions or implement arrangements (which could include, depending on the reasonableness thereof in the circumstances, entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to a “clean team” or to outside legal counsel) in order to make information available to Purchaser or its Representatives to the extent reasonably possible. In the event that Seller wishes to destroy such records prior to such time, Seller shall, and shall cause its Affiliates to, first give 90 days prior written notice to Purchaser, and Purchaser shall have the right at its option and expense, upon prior written notice given to Seller within that 90 day period, to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller's ownership, rights and privileges in possession of the Purchased Assets in Buyer. Notwithstanding anything to records within 180 days after the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and Buyer shall have waived the applicable condition to Closing with respect to such item(s), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use date of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.11, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyer the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the obligations thereunder to the extent permitted by Lawnotice.

After the Closing Date. Seller shall and Buyer shall cause its Affiliates to take such additional actions be prepared a balance sheet of the Company and execute any such additional documents and instruments the Company Subsidiary on a consolidated basis as may be reasonably necessary to fully vest Seller's ownership, rights and privileges in the Purchased Assets in Buyer. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained immediately prior to the Closing (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP and utilizing the Accounting Principles; provided, however, that if there is a conflict between GAAP and the Accounting Principles, GAAP shall be applied. Buyer shall have waived deliver the applicable condition Closing Balance Sheet, together with the Closing Statement, to Seller Representative within thirty (30) days after the Closing with respect Date. If within thirty (30) days following the delivery of the Closing Balance Sheet, Seller Representative has not given Buyer written notice (a "Dispute Notice") of its objection to any item in the Closing Balance Sheet and/or the Closing Statement (such item(snotice, if given, must contain a statement reasonably detailing the basis of Seller Representative's objection to each disputed item), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at then the Closing is obtained, Seller shall Balance Sheet and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.11Statement shall be deemed final and binding on Buyer and Sellers. If Seller Representative delivers a Dispute Notice, then Buyer and Seller Representative shall enter into consult in good faith to resolve the disputed items set forth in the Dispute Notice and, if any disputed items have not been resolved within thirty (30) days following delivery of the Dispute Notice, the issues that remain in dispute will be submitted to an accounting or valuation firm mutually agreed between the Seller Representative and Buyer (each acting reasonably) (the "Accountants") for resolution. Any item not specifically referred to the Accountants for resolution shall be final and binding on Buyer and Sellers. If any items in dispute are submitted to the Accountants for resolution: (A) Buyer and Seller Representative shall furnish to the Accountants and each other such arrangements work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party (including subleasing or subcontracting if permittedits accountants) designed or within the control of such parties, and shall be afforded the opportunity to provide present to the Accountants any materials relating to the determination and to discuss the determination with the Accountants; (B) the Accountants shall be authorized to resolve each item in dispute by choosing a value between Buyer's position for such item (as set forth in the Closing Balance Sheet and/or the Closing Statement) and Seller Representative's position for such item (as set forth in the Dispute Notice delivered to Buyer by Seller Representative) or within such other range of numbers as Buyer and Seller Representative may agree in writing and shall thereafter deliver to the economic Accountants in writing; and operational equivalent (C) the determination by the Accountants of obtaining such authorizationthe Closing Balance Sheet, approval, consent or waiver the Closing Statement and the performance Adjustment Amount, as set forth in a written notice delivered to both parties by Buyer the Accountants, shall be binding and conclusive on the parties. The fees of the obligations thereunder Accountants for such determination shall be borne by Buyer, on the one hand, and Sellers, on the other hand, in inverse proportion to the extent permitted manner in which such parties prevail on the items resolved by Lawthe Accountants, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Accountants at the time the determination of the Accountants is rendered.

After the Closing Date. Buyer and Seller each shall and promptly notify the other party in writing of the commencement of any tax audit or administrative or judicial proceeding affecting the taxes of the Company relating to taxable years commencing before the Closing Date. Such notice shall cause its Affiliates include copies of any document received from any taxing authority. If either Buyer or Seller fails to take give the other party prompt notice of an asserted tax liability as required by this Section, then (a) if the indemnifying party is precluded by such additional actions and execute failure from contesting any such additional documents and instruments as may be reasonably necessary to fully vest Seller's ownership, rights and privileges asserted tax liability in the Purchased Assets in Buyer. Notwithstanding anything to the contrary contained in this Agreementappropriate administrative or judicial forums, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third then such indemnifying party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior any obligation to indemnify the other party for any loss or damage arising out of such asserted tax liability, and (b) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment to the Closing indemnifying party, then any amount which the indemnifying party would otherwise be required to pay pursuant to this Agreement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing and Buyer shall have waived the applicable condition to Closing at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against Seller (any such item(saudit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following Seller may elect to participate in the Closing, portion of the parties shall use reasonable efforts and shall cooperate Contest with each other, respect to obtain promptly such authorizations, approvals, consents or waiverswhich indemnity may be sought. Pending such authorization, approval, consent or waiver, If Seller so elects to participate in the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities Contest of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtainedan asserted tax liability, Seller shall notify Buyer of its intent to do so, and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.11, then Buyer and Seller shall enter into cooperate in good faith and Buyer shall cause the Company or its successor to cooperate in good faith in each phase of such arrangements Contest. The portion of the Contest with respect to which indemnity may be sought shall not be settled without the consent of Seller. If Seller elects in writing not to participate in the Contest, or contests its obligation to indemnify hereunder, Buyer or the Company may pay, compromise or contest such asserted tax liability. However, in such case, neither Buyer nor the Company (including subleasing any designated representative of either) may settle or subcontracting if permitted) designed to provide to Buyer compromise any asserted tax liability in a manner that would create an indemnification obligation unless such settlement or compromise would be reasonable in the economic case of a person that owned the Company both before and operational equivalent of obtaining such authorization, approval, consent or waiver and after the performance by Buyer of the obligations thereunder to the extent permitted by LawClosing Date.