Common use of Cooperation After Closing Clause in Contracts

Cooperation After Closing. (a) The Seller, the Shareholders and the Buyer shall cooperate with each other after the Closing hereunder in clearing the title to any of the Transferred Assets to the Buyer pursuant hereto in the event that the Seller’s title to any such property, as the case may be, as of the Closing Date, shall be defective, not marketable or nonassignable. In this connection, the Seller shall take all commercially reasonable action, including, but not limited to, the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any such property, all of which shall be at the expense of the Seller. (b) For the greater of eight (8) years from the Closing Date and such period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Buyer shall permit, the Seller and its representatives reasonable access to the business records and files of the Seller that are transferred to the Buyer in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit which the Seller or any of its affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Buyer’s principal places of business or at any location where such records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Business, (ii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Buyer or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege, it being understood and agreed that the records delivered by the Seller to the Buyer shall not be deemed to be restricted from the Seller pursuant to either clause (ii) or (iii) above. The Buyer shall also provide the Seller with (i) reasonable access to each Facility for the purpose of complying with applicable Environmental Laws provided that such access does not interfere with the normal conduct of the Business and (ii) reasonable access to the accounting records and schedules necessary for the preparation of financial reports and tax returns for the year ended January 31, 2008, and for the 2008 accounting period ending on the Closing Date. (c) For the greater of eight (8) years from the Closing Date and such period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Seller shall retain the general business records and files of Seller and shall permit the Buyer and its representatives reasonable access to the general business records and files of the Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit or other reasonable purposed in which the Buyer or any of its affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Seller’s principal places of business or at any location where such records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Seller’s business, (ii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Seller or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (d) The Seller, if requested by the Buyer (and at Buyer’s expense), shall cooperate and assist in preparing such financial statements of the Business that the Buyer may reasonably require in order to permit Buyer to timely file any report required by the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated thereby and to comply with any other financial statement requirements with respect to the Business applicable to Buyer under the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Seller shall cause its accountant to provide the Buyer with reasonable access to such firm’s work papers in support of the Business. The cost of such accounting work shall be borne by the Buyer, but the Seller shall use its reasonable efforts to cause its accountant to provide the Buyer with an estimate of its costs. The Seller will also cooperate with and assist the Buyer in preparing, and, if requested, shall use reasonable efforts to cause its accountant to cooperate, at Buyer’s expense, in preparing, such other financial statements for the Business as may be specified by the Buyer. (e) In furtherance of Sections 1.03(a) and 1.05(i) hereof, Seller shall enter into the Escrow Agreement, as defined in Sections 8.03, and Seller shall redeem all of the Preferred Shares on or before April 1, 2008.

Cooperation After Closing. (a) The Seller, the Shareholders and the Buyer shall cooperate with each other after the Closing hereunder in clearing the title to any of the Transferred Assets to the Buyer pursuant hereto in the event that the Seller’s title to any such property, as the case may be, as of the Closing Date, shall be defective, not marketable or nonassignable. In this connection, the Seller shall take all commercially reasonable action, including, but not limited to, the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any such property, all of which shall be at the expense of the Seller. (b) For the greater of eight (8) five years from the Closing Date and such the period as may be required by any statute, regulation or Governmental Entity Authority or any then pending litigation, the Buyer Partnership shall permit, the Seller permit DETTCO and its representatives reasonable access to the business records and files of the Seller Records that are transferred to the Buyer Partnership in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit in which the Seller DETTCO or any of its affiliates Affiliates is involved and which is related to the Business Businesses or the Transferred Assets, during regular business hours and upon reasonable notice at the Buyer’s Partnership's principal places of business or at any location where such records the Records are stored; provided, however, provided that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the BusinessBusinesses, (ii) the Buyer Partnership shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Buyer Partnership shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Buyer Partnership or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege, it being understood and agreed that the records delivered by the Seller to the Buyer shall not be deemed to be restricted from the Seller pursuant to either clause (ii) or (iii) above. The Buyer shall also provide the Seller with (i) reasonable access to each Facility for the purpose of complying with applicable Environmental Laws provided that such access does not interfere with the normal conduct of the Business and (ii) reasonable access to the accounting records and schedules necessary for the preparation of financial reports and tax returns for the year ended January 31, 2008, and for the 2008 accounting period ending on the Closing Date. (cb) For the greater of eight (8) five years from the Closing Date and such the period as may be required by any statute, regulation or Governmental Entity Authority or any then pending litigation, the Seller shall retain the general business records and files of Seller and DETTCO shall permit the Buyer Partnership and its representatives reasonable access to the general business records and files of the Seller DETTCO in anticipation of, or preparation for, existing or future litigation or any Tax audit or other reasonable purposed in which the Buyer Partnership or any of its affiliates Affiliates is involved and which is related to the Business Businesses or the Transferred Assets, during regular business hours and upon reasonable notice at the Seller’s DETTCO's principal places of business or at any location where such the records or files are stored; provided, however, provided that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Seller’s DETTCO's business, (ii) the Seller DETTCO shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Seller DETTCO shall not be required to provide access to any confidential record records or recordsfiles, the disclosure of which would cause the Seller DETTCO or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (d) The Seller, if requested by the Buyer (and at Buyer’s expense), shall cooperate and assist in preparing such financial statements of the Business that the Buyer may reasonably require in order to permit Buyer to timely file any report required by the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated thereby and to comply with any other financial statement requirements with respect to the Business applicable to Buyer under the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Seller shall cause its accountant to provide the Buyer with reasonable access to such firm’s work papers in support of the Business. The cost of such accounting work shall be borne by the Buyer, but the Seller shall use its reasonable efforts to cause its accountant to provide the Buyer with an estimate of its costs. The Seller will also cooperate with and assist the Buyer in preparing, and, if requested, shall use reasonable efforts to cause its accountant to cooperate, at Buyer’s expense, in preparing, such other financial statements for the Business as may be specified by the Buyer. (e) In furtherance of Sections 1.03(a) and 1.05(i) hereof, Seller shall enter into the Escrow Agreement, as defined in Sections 8.03, and Seller shall redeem all of the Preferred Shares on or before April 1, 2008.

Cooperation After Closing. (a) The SellerIn the event Buyer should discover that Seller did not or does not have title to the Transferred Assets, the Shareholders and the Buyer Seller shall cooperate with each other Buyer after the Closing hereunder in clearing the title to any of the Transferred Assets to the Buyer pursuant hereto in the event that if the Seller’s 's title to any such of the property, as the case may be, as of the Closing Date, shall be defective, not marketable or nonassignable. In this connection, the Seller shall take all commercially reasonable action, including, but not limited to, including the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any such that property, all of which shall be at the expense of the Seller. (b) For the greater of eight (8) years from the Closing Date and such any period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Buyer shall permit, permit the Seller and its representatives their representative reasonable access to the business records and files of the Seller that are transferred to the Buyer in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit in which any of the Seller or any of its affiliates their Affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Buyer’s 's principal places place of business or at any location where such the records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as not to not interfere with the normal conduct of the Business, (ii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Buyer or any of its their Affiliates to waive its any attorney-client privilege or attorney work product privilege, it being understood and agreed that the records delivered by the Seller to the Buyer shall not be deemed to be restricted from the Seller pursuant to either clause (ii) or (iii) above. The Buyer shall also provide the Seller with (i) reasonable access to each Facility for the purpose of complying with applicable Environmental Laws provided that such access does not interfere with the normal conduct of the Business and (ii) reasonable access to the accounting records and schedules necessary for the preparation of financial reports and tax returns for the year ended January 31, 2008, and for the 2008 accounting period ending on the Closing Date. (c) For the greater of eight (8) years from the Closing Date and such any period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Seller shall retain the general business records and files of Seller and shall permit the Buyer and its their representatives reasonable access to the general business records and files of the Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit or other reasonable purposed in which any of the Buyer or any of its affiliates their Affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Seller’s ' principal places of business or at any location where such the records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as not to not interfere with the normal conduct of the Seller’s ' business, (ii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Seller or any of its their Affiliates to waive its an attorney-client privilege or attorney work product privilege. (d) The Seller, if requested by the Buyer (and at Buyer’s expense), shall cooperate and assist in preparing such financial statements of the Business that the Buyer may reasonably require in order to permit Buyer to timely file any report required by the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated thereby and to comply with any other financial statement requirements with respect to the Business applicable to Buyer under the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Seller shall cause its accountant to provide the Buyer with reasonable access to such firm’s work papers in support of the Business. The cost of such accounting work shall be borne by the Buyer, but the Seller shall use its reasonable efforts to cause its accountant to provide the Buyer with an estimate of its costs. The Seller will also cooperate with and assist the Buyer in preparing, and, if requested, shall use reasonable efforts to cause its accountant to cooperate, at Buyer’s expense, in preparing, such other financial statements for the Business as may be specified by the Buyer. (e) In furtherance of Sections 1.03(a) and 1.05(i) hereof, Seller shall enter into the Escrow Agreement, as defined in Sections 8.03, and Seller shall redeem all of the Preferred Shares on or before April 1, 2008.

Cooperation After Closing. (a) The Seller, the Shareholders Sellers and the Buyer shall cooperate with each other after the Closing hereunder in clearing the title to any of the Transferred Assets to the Buyer pursuant hereto in the event that the Seller’s title to any such property, or rights and obligations under the Air Permit, as the case may be, as of the Closing Date, shall be defective, not marketable marketable, or nonassignable. In this connection, the Seller Sellers shall take all commercially reasonable action, including, but not limited to, the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any such property, all of which shall be at the expense of the SellerSellers. (b) For the greater of eight six (8) 6) years from the Closing Date and such period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Buyer shall permit, permit the Seller and its representatives reasonable access to the business records and files of the Seller that are transferred to the Buyer in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit in which the Seller or any of its affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Buyer’s principal places of business or at any location where such records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Business, (ii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Buyer or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege, it being understood and agreed that the records delivered by the Seller to the Buyer shall not be deemed to be restricted from the Seller pursuant to either clause (ii) or (iii) above. The Buyer shall also provide the Seller with (i) reasonable access to each Facility for the purpose of complying with applicable Environmental Laws provided that such access does not interfere with the normal conduct of the Business and (ii) reasonable access to the accounting records and schedules necessary for the preparation of financial reports and tax returns for the year ended January 31, 2008, and for the 2008 accounting period ending on the Closing Date. (c) For the greater of eight six (8) 6) years from the Closing Date and such period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Seller shall retain the general business records and files of Seller and shall permit the Buyer and its representatives reasonable access to the general business records and files of the Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit or other reasonable purposed in which the Buyer or any of its affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Seller’s principal places of business or at any location where such records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Seller’s business, (ii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Seller or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (d) The Seller, if requested by the Buyer (and at Buyer’s expense), shall cooperate and assist in preparing such financial statements of the Business that the Buyer may reasonably require in order to permit Buyer to timely file any report required by the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated thereby and to comply with any other financial statement requirements with respect to the Business applicable to Buyer under the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Seller shall cause its accountant to provide the Buyer with reasonable access to such firm’s work papers in support of the Business. The cost of such accounting work shall be borne by the Buyer, but the Seller shall use its reasonable efforts to cause its accountant to provide the Buyer with an estimate of its costs. The Seller will also cooperate with and assist the Buyer in preparing, and, if requested, shall use reasonable efforts to cause its accountant to cooperate, at Buyer’s expense, in preparing, such other financial statements for the Business as may be specified by the Buyer. (e) In furtherance of Sections 1.03(a) and 1.05(i) hereof, Seller shall enter into the Escrow Agreement, as defined in Sections 8.03, and Seller shall redeem all of the Preferred Shares on or before April 1, 2008.

Cooperation After Closing. (a) The Seller, the Shareholders each Shareholder and the Buyer shall cooperate with each other after the Closing hereunder in clearing the title to any of the Transferred Assets to the Buyer pursuant hereto in the event that the Seller’s title to any such property, as the case may be, as of the Closing Date, shall be defective, not marketable or nonassignable. In this connection, the Seller shall take all commercially reasonable action, including, but not limited to, the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any such property, all of which shall be at the expense of the Seller. (b) For the greater of eight (8) years from the Closing Date and such period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Buyer shall permit, the Seller Seller, each Shareholder and its their respective representatives reasonable access to the business records and files of the Seller that are transferred to the Buyer in connection herewith in anticipation of, or preparation for, existing or future litigation or claims or any Tax audit which the Seller or any of its affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Buyer’s principal places of business or at any location where such records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Business, (ii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Buyer shall not be required required (c) to provide access to any confidential record or records, the disclosure of which would cause the Buyer or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege, it being understood and agreed that the records delivered by the Seller to the Buyer shall not be deemed to be restricted from the Seller or each Shareholder pursuant to either clause (ii) or (iii) above. The Buyer shall also provide the Seller with (i) reasonable access to each Facility the Facilities for the purpose of complying with applicable Environmental Laws provided that such access does not interfere with the normal conduct of the Business and (ii) reasonable access to the accounting records and schedules necessary for the preparation of financial reports and tax returns for the year ended January December 31, 20082010, and for the 2008 2010 accounting period ending on the Closing Date. (cd) For the greater of eight (8) years from the Closing Date and such period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Seller shall retain the general business records and files of Seller and shall permit the Buyer and its representatives reasonable access to the general business records and files of the Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit or other reasonable purposed in which the Buyer or any of its affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Seller’s principal places of business or at any location where such records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Seller’s business, (ii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Seller or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (de) The Seller, if requested by the Buyer (and at Buyer’s expense), shall cooperate and assist in preparing such financial statements of the Business that the Buyer may reasonably require in order to permit Buyer to timely file any report required by the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated thereby and to comply with any other financial statement requirements with respect to the Business applicable to Buyer under the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Seller shall cause its accountant to provide the Buyer with reasonable access to such firm’s work papers in support of the Business. The cost of such accounting work shall be borne by the Buyer, but the Seller shall use its reasonable efforts to cause its accountant to provide the Buyer with an estimate of its costs. The Seller will also cooperate with and assist the Buyer in preparing, and, if requested, shall use reasonable efforts to cause its accountant to cooperate, at Buyer’s expense, in preparing, such other financial statements for the Business as may be specified by the Buyer. (ef) In furtherance of Sections 1.03(a) and 1.05(i) hereof, Seller and Buyer shall enter into the Escrow Agreement, as defined in Sections Section 8.03, and Seller shall redeem all of the Preferred Shares on or before April 1, 2008.

Cooperation After Closing. (a) The Seller, the Shareholders Seller and the Buyer E21 shall cooperate with each other after the Closing hereunder in clearing the title to any of the Transferred Assets to the Buyer Technology of E21 pursuant hereto in the event that the if Seller’s 's title to any such of the property, as the case may be, as of the Closing Date, shall be defective, not marketable or nonassignablenon-assignable. In this connection, the Seller shall take all commercially reasonable action, including, but not limited to, including the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any such t that property, all of which shall be at the expense of the Seller. (b) For the greater of eight (8) years from the Closing Date and such any period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Buyer E21 shall permit, the permit Seller and its representatives their representative reasonable access to the business records and files of the Seller that are transferred to the Buyer E21 in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit in which the any of Seller or any of its affiliates their Affiliates is involved and which is related to the Business or the Transferred AssetsTechnology, during regular business hours and upon reasonable notice at the Buyer’s E21's principal places place of business or at any location where such the records are stored; provided, however, that (i) any such access shall be had or done in such a manner so as not to not interfere with the normal conduct of the Business, (ii) the Buyer E21 shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Buyer E21 shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Buyer E21 or any of its their Affiliates to waive its any attorney-client privilege or attorney work product privilege, it being understood and agreed that the records delivered by the Seller to the Buyer E21 shall not be deemed to be restricted from the Seller pursuant to either clause (ii) or (iii) above. The Buyer shall also provide the Seller with (i) reasonable access to each Facility for the purpose of complying with applicable Environmental Laws provided that such access does not interfere with the normal conduct of the Business and (ii) reasonable access to the accounting records and schedules necessary for the preparation of financial reports and tax returns for the year ended January 31, 2008, and for the 2008 accounting period ending on the Closing Date. (c) For the greater grater of eight (8) years from the Closing Date and such any period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Seller shall retain the general business records permit E21 and files of Seller and shall permit the Buyer and its their representatives reasonable access to the general business records and files of the Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit or other reasonable purposed in which the Buyer any of E21 or any of its affiliates their Affiliates is involved and which is related to the Business or the Transferred AssetsTechnology, during regular business hours and upon reasonable notice at the Seller’s ' principal places of business or at any location where such the records are stored; provided, however, that (i) any such access shall be had or done in such n a manner so as not to not interfere with the normal conduct of the Seller’s ' business, (ii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Seller or any of its their Affiliates to waive its an attorney-client privilege or attorney work product privilege. (d) The Seller, if requested by the Buyer (and at Buyer’s expense), shall cooperate and assist in preparing such financial statements of the Business that the Buyer may reasonably require in order to permit Buyer to timely file any report required by the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated thereby and to comply with any other financial statement requirements with respect to the Business applicable to Buyer under the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Seller shall cause its accountant to provide the Buyer with reasonable access to such firm’s work papers in support of the Business. The cost of such accounting work shall be borne by the Buyer, but the Seller shall use its reasonable efforts to cause its accountant to provide the Buyer with an estimate of its costs. The Seller will also cooperate with and assist the Buyer in preparing, and, if requested, shall use reasonable efforts to cause its accountant to cooperate, at Buyer’s expense, in preparing, such other financial statements for the Business as may be specified by the Buyer. (e) In furtherance of Sections 1.03(a) and 1.05(i) hereof, Seller shall enter into the Escrow Agreement, as defined in Sections 8.03, and Seller shall redeem all of the Preferred Shares on or before April 1, 2008.

Cooperation After Closing. (a) The Seller, the Shareholders Seller and the Buyer shall cooperate with each other during the period ending twenty (20) years after the Closing hereunder in clearing the title to any of the Transferred Assets to the Buyer pursuant hereto in the event that the if Seller’s 's title to any such property, as the case may be, property as of the Closing Date, shall be defective, not marketable or nonassignable. In this connection, the Seller shall take all commercially reasonable action, including, but not limited to, including the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any such the property, all of which shall be at the expense of the Seller. (b) For the greater of eight (8) five years from the Closing Date and such the period as may be required by any statute, regulation or Governmental Entity Authority or any then pending litigation, the Buyer shall permit, the permit Seller and its representatives reasonable access to the business records and files of the Seller Records that are transferred to the Buyer in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit which the Seller or any of its affiliates Affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Buyer’s 's principal places of business or at any location where such records the Records are stored; provided, however, provided that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Business, (ii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would cause the Buyer or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege, it being understood and agreed that the records delivered by the Seller to the Buyer shall not be deemed to be restricted from the Seller pursuant to either clause (ii) or (iii) above. The Buyer shall also provide the Seller with (i) reasonable access to each Facility for the purpose of complying with applicable Environmental Laws provided that such access does not interfere with the normal conduct of the Business and (ii) reasonable access to the accounting records and schedules necessary for the preparation of financial reports and tax returns for the year ended January 31, 2008, and for the 2008 accounting period ending on the Closing Date. (c) For the greater of eight (8) five years from the Closing Date and such the period as may be required by any statute, regulation or Governmental Entity Authority or any then pending litigation, the Seller shall retain the general business records and files of Seller and shall permit the Buyer and its representatives reasonable access to the general business records and files of the Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit or other reasonable purposed in which the Buyer or any of its affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at the Seller’s 's principal places of business or at any location where such the records or files are stored; provided, however, provided that (i) any such access shall be had or done in such a manner so as to not interfere with the normal conduct of the Seller’s 's business, (ii) the Seller shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, and (iii) the Seller shall not be required to provide access to any confidential record records or recordsfiles, the disclosure of which would cause the Seller or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (d) The Seller, if requested by the Buyer (and at Buyer’s expense), shall cooperate and assist in preparing such financial statements of the Business that the Buyer may reasonably require in order to permit Buyer to timely file any report required by the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated thereby and to comply with any other financial statement requirements with respect to the Business applicable to Buyer under the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Seller shall cause its accountant to provide the Buyer with reasonable access to such firm’s work papers in support of the Business. The cost of such accounting work shall be borne by the Buyer, but the Seller shall use its reasonable efforts to cause its accountant to provide the Buyer with an estimate of its costs. The Seller will also cooperate with and assist the Buyer in preparing, and, if requested, shall use reasonable efforts to cause its accountant to cooperate, at Buyer’s expense, in preparing, such other financial statements for the Business as may be specified by the Buyer. (e) In furtherance of Sections 1.03(a) and 1.05(i) hereof, Seller shall enter into the Escrow Agreement, as defined in Sections 8.03, and Seller shall redeem all of the Preferred Shares on or before April 1, 2008.