Common use of Cooperation After Closing Clause in Contracts

Cooperation After Closing. (a) Seller and Buyer shall cooperate with each other during the period ending twenty (20) years after the Closing in clearing the title to any of the Transferred Assets to Buyer pursuant hereto if Seller's title to any such property as of the Closing Date, shall be defective, not marketable or nonassignable. In this connection, Seller shall take all commercially reasonable action, 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 the property, all of which shall be at the expense of Seller. (b) For the greater of five years from the Closing Date and the period as may be required by any statute, regulation or Governmental Authority or any then pending litigation, Buyer shall permit Seller and its representatives reasonable access to the Records that are transferred to Buyer in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit which 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 Buyer's principal places of business or at any location where the Records are stored; provided that (i) any access shall be had or done in a manner so as to not interfere with the normal conduct of the Business, (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any statute or regulation or applicable confidentiality agreement with any Person, and (iii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would cause Buyer or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (c) For the greater of five years from the Closing Date and the period as may be required by any statute, regulation or Governmental Authority or any then pending litigation, Seller shall permit Buyer and its representatives reasonable access to the general business records and files of Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit in which 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 Seller's principal places of business or at any location where the records or files are stored; provided that (i) any access shall be had or done in a manner so as to not interfere with the normal conduct of Seller's business, (ii) Seller shall not be required to provide access to any confidential record or records, the disclosure of which would violate any statute or regulation or applicable confidentiality agreement with any Person, and (iii) Seller shall not be required to provide access to any confidential records or files, the disclosure of which would cause Seller or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege.

Cooperation After Closing. (a) Seller The Seller, the Shareholders 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 if in the event that the Seller's ’s title to any such property 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 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 the such property, all of which shall be at the expense of the Seller. (b) For the greater of five eight (8) years from the Closing Date and the such period as may be required by any statute, regulation or Governmental Authority Entity or any then pending litigation, the Buyer shall permit permit, the Seller and its representatives reasonable access to the Records 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 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 the Records such records are stored; provided 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 five eight (8) years from the Closing Date and the such period as may be required by any statute, regulation or Governmental Authority 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 ’s principal places of business or at any location where the such records or files are stored; provided 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 ’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 records record or filesrecords, 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) In the event Buyer should discover that Seller and Buyer did not or does not have title to the Transferred Assets, the Seller shall cooperate with each other during the period ending twenty (20) years Buyer after the Closing hereunder in clearing the title to any of the Transferred Assets to Buyer pursuant hereto if the Seller's title to any such property 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 the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any the that property, all of which shall be at the expense of the Seller. (b) For the greater of five eight years from the Closing Date and the any period as may be required by any statute, regulation or Governmental Authority Entity or any then pending litigation, the Buyer shall permit the Seller and its representatives their representative reasonable access to the Records 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 their Affiliates is involved and which is related to the Transferred Assets, during regular business hours and upon reasonable notice at the Buyer's principal place of business or at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to 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 their Affiliates to waive 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. (c) For the greater of eight years from the Closing Date and any period as may be required by any statute, regulation or Governmental Entity or any then pending litigation, the Seller shall permit the Buyer and 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 in which any of the Buyer or any of their Affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at Buyer's the Seller' principal places of business or at any location where the Records records are stored; provided provided, however, that (i) any access shall be had or done in a manner so as not to not interfere with the normal conduct of the Business, (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any statute or regulation or applicable confidentiality agreement with any Person, and (iii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would cause Buyer or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (c) For the greater of five years from the Closing Date and the period as may be required by any statute, regulation or Governmental Authority or any then pending litigation, Seller shall permit Buyer and its representatives reasonable access to the general business records and files of Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit in which 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 Seller's principal places of business or at any location where the records or files are stored; provided that (i) any access shall be had or done in a manner so as to not interfere with the normal conduct of 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 records record or filesrecords, 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.

Cooperation After Closing. (a) Seller and Buyer E21 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 Buyer Technology of E21 pursuant hereto if Seller's title to any such property of the property, as the case may be, as of the Closing Date, shall be defective, not marketable or nonassignablenon-assignable. In this connection, Seller shall take all commercially reasonable action, 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 the t that property, all of which shall be at the expense of Seller. (b) For the greater of five eight years from the Closing Date and the any period as may be required by any statute, regulation or Governmental Authority Entity or any then pending litigation, Buyer E21 shall permit Seller and its representatives their representative reasonable access to the Records business records and files of Seller that are transferred to Buyer E21 in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit in which any of Seller or any of its their Affiliates is involved and which is related to the Business or the Transferred AssetsTechnology, during regular business hours and upon reasonable notice at BuyerE21's principal places place of business or at any location where the Records records are stored; provided provided, however, that (i) any access shall be had or done in a manner so as not to not interfere with the normal conduct of the Business, (ii) 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) Buyer E21 shall not be required to provide access to any confidential record or records, the disclosure of which would cause 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 Seller to E21 shall not be deemed to be restricted from Seller pursuant to either clause (ii) or (iii) above. (c) For the greater grater of five eight years from the Closing Date and the any period as may be required by any statute, regulation or Governmental Authority Entity or any then pending litigation, Seller shall permit Buyer E21 and its their representatives reasonable access to the general business records and files of Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit in which 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 Seller's ' principal places of business or at any location where the records or files are stored; provided provided, however, that (i) any access shall be had or done in n a manner so as not to not interfere with the normal conduct of Seller's ' business, (ii) 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) Seller shall not be required to provide access to any confidential records record or filesrecords, the disclosure of which would cause Seller or any of its their Affiliates to waive its an attorney-client privilege or attorney work product privilege.

Cooperation After Closing. (a) Seller The Seller, each Shareholder 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 if in the event that the Seller's ’s title to any such property 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 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 the such property, all of which shall be at the expense of the Seller. (b) For the greater of five eight (8) years from the Closing Date and the such period as may be required by any statute, regulation or Governmental Authority Entity or any then pending litigation, the Buyer shall permit Seller permit, the Seller, each Shareholder and its their respective representatives reasonable access to the Records 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 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 the Records such records are stored; provided 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 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 December 31, 2010, and for the 2010 accounting period ending on the Closing Date. (cd) For the greater of five eight (8) years from the Closing Date and the such period as may be required by any statute, regulation or Governmental Authority 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 ’s principal places of business or at any location where the such records or files are stored; provided 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 ’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 records record or filesrecords, the disclosure of which would cause the Seller or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (e) 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. (f) In furtherance of Sections 1.03(a) hereof, Seller and Buyer shall enter into the Escrow Agreement, as defined in Section 8.03.

Cooperation After Closing. (a) Seller The Sellers 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 Buyer pursuant hereto if in the event that the Seller's ’s title to any such property 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, Seller the Sellers shall take all commercially reasonable action, including 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 the such property, all of which shall be at the expense of Sellerthe Sellers. (b) For the greater of five six (6) years from the Closing Date and the such period as may be required by any statute, regulation or Governmental Authority Entity or any then pending litigation, the Buyer shall permit the Seller and its representatives reasonable access to the Records 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 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 the Records such records are stored; provided 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. (c) For the greater of five six (6) years from the Closing Date and the such period as may be required by any statute, regulation or Governmental Authority Entity or any then pending litigation, the Seller 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 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 the such records or files are stored; provided 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 ’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 records record or filesrecords, the disclosure of which would cause the Seller or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege.

Cooperation After Closing. (a) Seller and Buyer shall cooperate with each other during the period ending twenty (20) years after the Closing in clearing the title to any of the Transferred Assets to Buyer pursuant hereto if Seller's title to any such property as of the Closing Date, shall be defective, not marketable or nonassignable. In this connection, Seller shall take all commercially reasonable action, 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 the property, all of which shall be at the expense of Seller. (b) For the greater of five years from the Closing Date and the period as may be required by any statute, regulation or Governmental Authority or any then pending litigation, Buyer Partnership shall permit Seller DETTCO and its representatives reasonable access to the Records that are transferred to Buyer Partnership in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit in which Seller DETTCO or any of its Affiliates is involved and which is related to the Business Businesses or the Transferred Assets, during regular business hours and upon reasonable notice at BuyerPartnership's principal places of business or at any location where the Records are stored; provided that (i) any access shall be had or done in a manner so as to not interfere with the normal conduct of the BusinessBusinesses, (ii) Buyer Partnership shall not be required to provide access to any confidential record or records, the disclosure of which would violate any statute or regulation or applicable confidentiality agreement with any Person, and (iii) Buyer Partnership shall not be required to provide access to any confidential record or records, the disclosure of which would cause Buyer Partnership or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege. (cb) For the greater of five years from the Closing Date and the period as may be required by any statute, regulation or Governmental Authority or any then pending litigation, Seller DETTCO shall permit Buyer Partnership and its representatives reasonable access to the general business records and files of Seller DETTCO in anticipation of, or preparation for, existing or future litigation or any Tax audit in which 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 SellerDETTCO's principal places of business or at any location where the records or files are stored; provided that (i) any access shall be had or done in a manner so as to not interfere with the normal conduct of SellerDETTCO's business, (ii) Seller DETTCO shall not be required to provide access to any confidential record or records, the disclosure of which would violate any statute or regulation or applicable confidentiality agreement with any Person, and (iii) Seller DETTCO shall not be required to provide access to any confidential records or files, the disclosure of which would cause Seller DETTCO or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege.