Common use of After the Closing Clause in Contracts

After the Closing. Seller shall, and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statement.

After the Closing. Seller shallDate Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, and an "Approved Lease" shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of mean (i) such date as such books each Existing Lease and records are transferred to Buyer or its Affiliates or all extensions and renewals thereof, (ii) the end any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Retention PeriodProject which is on a form of lease which has been approved in writing by Lender, all pre-Closing Date books provides for a term of no more than five (5) years and records covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the Acquired Companies and leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business (including any Business Data) that have not been transferred Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to Buyer. During so notify Borrower within such time period, upon Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any reasonable request from Buyer or its Representativesportion of the Project, the member of the Seller Group holding such books tenant thereunder shall execute an Estoppel Certificate and records shall (i) provide Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing StatementLender.

After the Closing. Seller shall(i) Except as set forth in Section 5.17(b)(ii), Buyer and the Company shall cause its Affiliates tobe responsible for compliance with the Transfer Law after the Closing, preserveincluding, in the event that a Form III or Form IV has been filed, submission of such Forms and associated documentation to the CDEEP and completion of all investigation, remediation, monitoring and post-remedial work in accordance with Seller’sapplicable Connecticut statutes and regulations. Except as set forth in Section 5.17(b)(ii), or its Buyer and the Company shall be responsible for the payment to the LEP, the CDEEP and any other applicable Affiliates’party all costs, standard document retention policies expenses and until fees associated with compliance with the earlier Transfer Law, including fees required to occur of (i) such date as such books be submitted to the CDEEP and records are transferred to Buyer or its Affiliates or the costs and expenses incurred in connection with the investigation, remediation, monitoring and post-remedial work at the Connecticut Facility. (ii) If a Form I or Form II has been certified, Seller shall submit the end of Environmental Conditions Assessment Form, the Retention Period, all pre-Closing Date books Form I or Form II and records of any other required documentation to the Acquired Companies CDEEP no later than ten (10) days after the Closing. Seller shall submit the fees required with this filing to the CDEEP and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records Company shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable outsaid fees within twenty (20) days after the Closing. (iii) If the CDEEP determines that any Form or submission is incomplete, including a Form I or Form II, Buyer and the Company shall be responsible for correcting any deficiencies in such Form. If the CDEEP determines that the parties should have filed a Form III or Form IV rather than a Form I or Form II, Buyer and the Company shall be responsible for submitting the correct Form and undertaking any further work, including any investigation, remediation, monitoring and post-of-pocket costs or expenses incurred remedial work, required as a result of such amended submission. (iv) Buyer and the Company may in their sole discretion retain the LEP hired by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates the Company prior to disclose any information the Closing or hire a new LEP. If Buyer or the Company determines to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, hire or retain the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of LEP selected by Seller or the Company and Seller was the counterparty or a guarantor of the agreement with the LEP, Buyer or the Company shall enter into a new agreement with the LEP for any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm work to Seller or any of its Subsidiaries, it being understood that be conducted after the Closing as to which Seller shall use its reasonable best efforts to make other arrangements (including redacting information be neither a counterparty or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statementguarantor.

After the Closing. Seller shallDate Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, and an "Approved Lease" shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of mean (i) such date as such books and records are transferred to Buyer or its Affiliates or each Existing Lease, (ii) the end any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Retention PeriodProject which is on a form of lease which has been approved in writing by Lender, all pre-Closing Date books provides for a term of no more than five (5) years and records covers less than 5,000 square feet of leasable space in the Buildings, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the Acquired Companies and leasable space in the Buildings shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business (including any Business Data) that have not been transferred Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to Buyer. During so notify Borrower within such time period, upon Lender shall be deemed to have approved such proposed Approved Lease. If required by Lender, in conjunction with the execution of an Approved Lease relating to any reasonable request from Buyer or its Representativesportion of the Project, the member of the Seller Group holding such books tenant thereunder shall execute an Estoppel Certificate and records shall (i) provide Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing StatementLender.

After the Closing. (i) Buyer (utilizing Transferred Employees and Canadian Transferred Employees) shall collect all accounts receivable of the Business that are aged 90 days or less, in a manner consistent with the normal accounts receivables collection procedures and practice of Seller shallParent and its Affiliates; (ii) Seller shall collect all accounts receivable of the Business that are more than 90 days aged, in a manner consistent with the normal accounts receivables collection procedures and practice of Seller Parent and its Affiliates; (iii) In the event that Seller determines that Buyer has not satisfied its obligations under Section 5.9(b)(i) above in any manner, Buyer shall make available a senior executive officer of Buyer for discussion with an officer of Seller and discuss in good faith any additional or alternative collection procedures or practices requested by Seller to enable Buyer to successfully collect accounts receivable of the Business, and shall cause its Affiliates to, preserve, in accordance enact any such additional collection procedures or practices agreed upon with Seller’s. (iv) The Parties will cooperate with each other to reconcile accounts receivable of the Business, or its applicable Affiliates’and collections thereof, standard document retention policies and until on a timely basis. If Seller collects any accounts receivable that is for the earlier to occur account of (i) the Buyer, Seller shall remit such date as such books and records are transferred accounts receivable to Buyer or its Affiliates or within seven (ii7) business days of receipt thereof. If Buyer collects any accounts receivable that is for the end account of the Retention PeriodSeller, all pre-Closing Date books and records Buyer shall remit such accounts receivable to Seller within seven (7) business days of receipt thereof; and (v) Seller shall deliver to Buyer monthly account statements for the bank accounts associated with the accounts receivable of the Acquired Companies Business, and shall provide any notices reasonably requested by Buyer to the customers to the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety closing of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statementaccounts.

After the Closing. the Buyer shall promptly notify the Seller shallin writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Buyer or the Target Companies which, if determined adversely to the taxpayer after the lapse of time, could be grounds for payment of Taxes by the Seller under this Agreement. Such notice shall contain factual information (to the extent known to the Buyer or the Target Companies) describing the asserted Tax liability in reasonable detail and shall cause its Affiliates toinclude copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the Buyer fails to give the Seller prompt notice of an asserted Tax liability as required by this Section 5.11(g), preservethen the Seller shall be relieved of any obligation to indemnify for any loss arising out of such asserted Tax liability under this Agreement only to the extent that the Seller is actually prejudiced by the failure of the Buyer to give such notice. The Buyer shall have the sole right to direct and control and make all decisions regarding the Target Companies’ interests in any audit or administrative or court proceeding (a “Contest”) relating to Taxes of the Target Companies, including selection of counsel and selection of a forum for such Contest, with respect to all Tax Returns for all periods other than the Pre-Closing Tax Period and the Straddle Tax Period. The Seller shall have the right to participate in accordance such Contest (at the Seller’s own expense) only to the extent that the Seller reasonably determines that the settlement or handling of such Contest could have an adverse effect on the Seller. The Seller shall have the right to direct and control and make all decisions regarding the Target Companies’ interests in any Contest relating to Taxes of the Target Companies, including selection of counsel and selection of a forum for such Contest, with respect to all Tax Returns which include the operations of the Target Companies for all Pre-Closing Tax Periods. In such Contest, if a taxing authority proposes a change to the taxable income of any of the Target Companies, the Seller shall promptly notify the Buyer and such notice shall contain factual information (to the extent known to the Seller’s, ) describing the asserted Tax liability in reasonable detail. The Buyer shall have the right to participate in such Contest (at the Buyer’s own expense) only to the extent that the Buyer reasonably determines that the settlement or its applicable Affiliates’, standard document retention policies handling of such Contest could have an adverse effect on the Buyer for a period after the Closing Date. Any Contest with respect to Taxes for a Straddle Period shall be controlled jointly by the Seller and until the earlier to occur of (i) such date as such books and records are transferred to Buyer. If either the Buyer or its Affiliates the Seller elects not to direct and control any Contest that it has the right to direct and control (or (iiparticipate in such direction or control) pursuant to this Section 5.11(g), the end other Party may assume control of such Contest. Neither the Buyer nor the Seller may settle or compromise any Contest subject to this Section 5.11(g) without the prior written consent of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hoursother Party; provided, however, that such access consent to settlement or compromise shall not be unreasonably interfere with withheld or delayed. The Buyer and the Seller agree to cooperate in the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing StatementContest.

After the Closing. Seller shall, and Sellers shall cause its Affiliates to, preservecontinue to have the right, in accordance with Seller’sits own name, to demand payment of and to collect rent and Additional Rent arrearages owed to Sellers by any Tenant, which right shall include the right to continue or its applicable Affiliates’, standard document retention policies and until commence legal actions or proceedings against any Tenant for the earlier to occur payment of such arrearages (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access Seller shall not unreasonably interfere with the conduct commence or continue any legal action or proceeding to terminate a Tenant's tenancy or to dispossess a Tenant or otherwise disturb a Tenant's occupancy), and delivery of the business Lease Assignment shall not constitute a waiver by Sellers of such right. At no cost to Purchaser or if Purchaser incurs any cost with Seller's prior written consent, Seller agrees to reimburse Purchaser for same, Purchaser agrees reasonably to cooperate with Sellers in connection with all reasonable efforts by Sellers to collect such rents and Additional Rents and to take all reasonable steps, including adding the rent arrearages to Purchaser's bills to Tenant for current rent obligations and testifying on behalf of Sellers, whether before or after the Closing Date, as may be 13 reasonably necessary to carry out the intention of the foregoing, including the delivery to Sellers, upon demand and to the extent in Purchaser's possession, of any of its Affiliates holding such relevant books and records (including any rent or Additional Rent statements, receipted bills and (ii) permit Buyer or any of its authorized Representatives to make copies of Tenant checks used in payment of such books rent or Additional Rent), the execution of any and recordsall consents or other documents, and the undertaking of any other reasonable act necessary for the collection of such rents and Additional Rents by Sellers. If a Tenant, in each caseresponse to Sellers' legal actions or proceedings to recover rent and Additional Rent arrearages, at no cost commences its own legal action against a Seller or files a counterclaim to Buyer such Seller's legal action or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs proceeding, and such Tenant's legal action or expenses incurred by Seller). Nothing herein shall require Parentcounterclaim names Purchaser as a defendant and relates to the issues raised in Sellers' legal action or proceeding, then, in such event, Seller or any hereby indemnifies and agrees to hold harmless and defend Purchaser with counsel of its Affiliates Sellers' choice and reasonably acceptable to disclose any information Purchaser with respect to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege legal action or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statementcounterclaim.

After the Closing. Seller shallBuyer shall collect the Receivables in the ordinary and normal course of Buyer's business, and which shall cause its Affiliates tonot be required to extend to the institution of litigation, preserve, in accordance with Seller’s, employment of counsel or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer collection agencies or any other extraordinary means of its Representatives reasonable access to such books and records during normal business hourscollection; provided, however, that such access neither the Company nor Buyer shall, without the written consent of Seller, compromise or settle for less than full value any of the Receivables; provided, further, that the difference between the full value and the compromised or settled amount made with Seller's consent shall not unreasonably interfere with be considered a Collected Amount (as defined below). Notwithstanding the conduct foregoing, Buyer shall be under no obligation to collect the Receivables that are more than 120 days in arrears. From time to time after the Closing, Buyer shall cause the Company to deliver to Seller a written list setting forth the aggregate amount of the business Receivables that are more than 120 days in arrears (the "UNCOLLECTED AMOUNT"). Within ten (10) days of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies delivery of such books list, Seller shall remit to the Company the aggregate amount of the Uncollected Amount. Buyer shall thereafter cause the Company to transfer to Seller any and recordsall of the Company's right, title and interest in each caseand to the collection of amounts that are part of the Uncollected Amount. Except with respect to payments that are specifically identifiable as related to accounts receivable or notes receivable arising after the Closing Date, at any monies received by the Company from Persons with respect to accounts receivable or notes receivable arising on or prior to the Closing Date shall be applied first against the Accounts Receivable and the Notes Receivable, as the case may be, unless such Person disputes its obligation therefor (in which case Buyer shall promptly return all records relating to the disputed account to Seller, and Buyer shall thereafter have no cost further responsibility with respect to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Sellerthe collection thereof). Nothing herein The Company shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm promptly remit to Seller or any monies actually received on any Receivables that were part of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), the Uncollected Amount in the case of each of clauses (A) event that such monies are received following the Closing, other than monies received from Seller pursuant to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statement1.7.

After the Closing. (a) Seller shall, will continue to occupy the Seller Premises under the terms and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member provisions of the Seller Group holding such books Lease; (b) Seller will continue to have and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct enjoy all of the business rights and benefits of the "Tenant" under the Seller or any Lease; (c) Seller will be responsible and liable for the performance of its Affiliates holding such books all of the obligations of the "Tenant" under the Seller Lease; (d) Purchaser will have and records enjoy all of the rights and benefits of the "Landlord" under the Seller Lease; and (iie) permit Buyer or any Purchaser will be responsible and liable for all of its authorized Representatives the duties and obligations of the "Landlord" under the Seller Lease. 1.05 The Purchaser Sublease. Purchaser may, at Purchaser's option and election, sublease from Seller a portion of the Seller Premises under the terms and provisions of a sublease agreement in the form of Exhibit "1.05" attached to make copies this Agreement and incorporated herein by reference (the "Purchaser Sublease"). Purchaser must exercise Purchaser's option to enter into the Purchaser Sublease by delivering a written notice of exercise of such books and recordsoption to Seller at least ten (10) days prior to the Closing Date under this Agreement. If Purchaser does not deliver such written notice of exercise to Seller within such time period, then Purchaser will be deemed to have waived Purchaser's right to enter into the Purchaser Sublease. 1.06 The Tenant Improvement Loan. Seller has made an advance in each casethe amount of $1,127,085.00 to SBC Services, at no cost to Buyer or its applicable Representatives Inc. for tenant improvements in excess of the agreed upon level of landlord-provided improvements (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Sellerthe "Tenant Improvement Loan"). Nothing herein shall require ParentThe Tenant Improvement Loan is further described as the advance which was made by Seller to SBC Services, Seller or any Inc. as the "Additional Tenant Improvement Allowance" under the terms and provisions of its Affiliates to disclose any information to Buyer if such disclosure would (AParagraph 20(c) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review body of the Closing Statement."Standard Office Lease" dated July 28, 2000, by and between Investors Life Insurance Company of North America as "Landlord" and SBC Services, Inc. as

After the Closing. Seller shalland Buyer shall jointly appoint a qualified appraiser who shall prepare an appraisal of the fair market value of the major items of equipment at the Manteca Facility. For this purpose, the appraiser shall consider that fair market value means the successful bid at a public auction conducted by Seller upon reasonable notice, which bid is made by a party who would remove the sale item from the Manteca Facility at its expense and utilize it generally for its intended purpose at another location. Buyer shall have the option, which may be exercised by written notice to Seller not later thirty (30) days after Buyer's receipt of such appraisal, to purchase any or all such items for a price equal to the fair market value as determined by the appraiser. As to any such items so purchased, Seller shall credit Buyer, against the price thereof, with an amount (the "Manteca Credit Amount") equal to one million seven hundred thousand dollars ($1,700,000). As to any unused portion of the Manteca Credit Amount, Buyer may utilize such unused portion in any other offer made to Seller to purchase any other items of such equipment, and, if Seller elects to conduct a public sale of such equipment, Buyer may bid on the same terms as other prospective purchasers and shall have a credit for such unused portion against any successful bid. If Seller elects to sell such equipment to a third party (other than at an auction), Buyer shall have a right of first refusal to purchase such equipment. In such event, Seller shall give Buyer written notice of the price and terms of any such proposed sale and the identity of the proposed Buyer (the "Sale Notice"), and Buyer shall cause have five (5) days following receipt of the Sale Notice to exercise its Affiliates to, preserveright of first refusal by written notice to Seller, in accordance with Seller’s, or which case Buyer shall pay to Seller the purchase price for such equipment within five (5) business days thereafter. If Buyer does not exercise its applicable Affiliates’, standard document retention policies and until the earlier to occur right of first refusal within five (i5) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end days following Buyer's receipt of the Retention PeriodSale Notice, all preSeller may during a period of ninety (90) days after expiration of such five-Closing Date books day period, sell such equipment to the buyer identified in the Sale Notice for a price and records terms no less favorable to Seller than set forth in the Sale Notice. If Buyer elects to purchase such equipment pursuant to the Sale Notice, Buyer shall have a credit for the unused portion of the Acquired Companies Manteca Credit Amount against Buyer's obligation to pay the purchase price. Any items of equipment purchased by Buyer under this section shall be removed from the Manteca Facility at Buyer's expense and the Business (including any Business Data) that have not been transferred to at Buyer's risk. During such period, upon any reasonable request from Buyer or its Representatives, the member The cost of the appraisal provided in this section shall be borne equally by Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing StatementBuyer.

After the Closing. Seller shall, Buyer shall have full right and authority to collect for its own account all Closing Receivables and shall cause its Affiliates tomake a good faith effort to collect the Closing Receivables. Seller shall immediately pay to Buyer any amount received by Seller after the Closing attributable to payment of any Closing Receivables, preserveexcept with respect to Assigned Receivables after assignment thereof to Seller as provided below. Within 30 days after the Cut-Off Date, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until Buyer shall give Seller notice (the earlier to occur "Receivables Notice") specifying the aggregate amount of Closing Receivables collected by Buyer during the period from the Closing Date through the Cut-Off Date (the "Collected Amount"). If (i) such date as such books and records are transferred to Buyer or its Affiliates or the face amount of the Closing Receivables minus the Collected Amount (the "Uncollected Amount"), exceeds (ii) the end Receivables Reserve (the "Receivables Deficiency"), then Seller shall be obligated to pay to Buyer cash in an amount equal to the Receivables Deficiency, plus interest accrued on the amount thereof from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Interest Rate, within five Business Days after the date that the Receivables Notice is given. If the Receivables Reserve exceeds the Uncollected Amount, then Buyer shall be obligated to pay to Seller cash in an amount equal to such excess, plus interest accrued on the amount thereof from and including the Closing Date, to but excluding the date of payment at a rate per annum equal 10 15 to the Interest Rate, within five Business Days after the date that the Receivables Notice is given. If the Uncollected Amount is greater than zero, on such date that the Receivables Notice is given or, if Seller is obligated to pay to Buyer an amount equal to the Receivables Deficiency, on such date that Seller shall pay Buyer an amount equal to the Receivables Deficiency plus interest as aforesaid, Buyer shall assign to Seller the Closing Receivables (including the unpaid portion of any Closing Receivables) that were not collected during the period from the Closing Date through the Cut-Off Date (the "Assigned Receivables"). Upon an assignment to Seller of Assigned Receivables pursuant to this Section, Buyer shall have no further responsibility with respect to any such Assigned Receivables and shall not be entitled to receive any portion of any amounts collected by Seller with respect thereto, and Seller shall be entitled to undertake any and all collection efforts (including, without limitation, the commencement of legal action) with respect to any such Assigned Receivables, provided that Buyer shall, if so requested by Seller within five (5) Business Days after receipt of the Retention PeriodReceivables Notice, all premake a good faith effort to collect the Assigned Receivables for the account of Seller and remit any receipts thereof on the 90th and 180th day after the Cut-Closing Date books and records of Off Date, but after such 180th day Buyer shall have no further obligation to collect the Acquired Companies and the Business (including any Business Data) that have not been transferred to BuyerAssigned Receivables. During such period, upon any reasonable request from Buyer or its Representatives, the member of the shall give Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or with respect to Assigned Receivables as Seller shall reasonably request. Except as provided in the second preceding sentence, Buyer shall promptly pay to Seller any of its Affiliates holding such books and records and (ii) permit amount received by Buyer or any of its authorized Representatives after the Cut-Off Date attributable to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety payment of any employee Assigned Receivables. For purposes of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose3.3, including all amounts collected on account of Receivables shall be applied as indicated by the customer or, if no indication is made, to the oldest outstanding Receivable, except to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of that the customer has asserted to Buyer or any of its Affiliates or review a colorable defense against a Receivable as to which payment would otherwise be applied hereunder. Buyer will not notify customers that Seller has guaranteed to Buyer collection of the Closing StatementReceivables, although Seller acknowledges that this Agreement will be filed by Parent in the public record with the Securities and Exchange Commission. Buyer shall, if so requested by Seller, make a good faith effort to collect the Excluded Receivables for the account of Seller, but Buyer shall have no further obligation to collect the Excluded Receivables after the Cut-Off Date. Buyer shall promptly pay to Seller any amount received by Buyer after the Closing attributable to payment of any of the Excluded Receivables.