Common use of Further Assurances; Post-Closing Cooperation Clause in Contracts

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver or cause to be executed and delivered to the Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as the Purchaser may reasonably deem necessary or desirable request in order more effectively to effect the transfer, convey and assign to Purchaseras provided in this Agreement, and to confirm Purchaser's title to, all of the Assets (including, without limitation, and the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating Assumed Liabilities to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put the Purchaser in actual possession and operating control of the Business same. (b) At any time or from time to time after the Closing, the Purchaser shall execute and deliver or cause to be executed and delivered to the Seller such other documents and instruments, provide such materials and information and take such other actions as the Seller may reasonably request in order to effect the transfer, as provided in this Agreement, of the Assets to the Purchaser and the Assets and to assist assumption by the Purchaser in exercising all rights with respect theretoof the Assumed Liabilities, and otherwise to cause the Company Purchaser to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing Agreement and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is madeAncillary Documents. (c) If, in order to properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) aboveSeller, and such information, documents or records are in the possession or control of the other partySeller, such other party the Seller shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. (d) Notwithstanding anything to the contrary contained in this SectionSection 10.11, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section Agreement shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from From time to time after the Closing, at Purchaser's request as and when requested by any Party without further additional consideration, each of the Company shall Parties hereto will (or, if appropriate, cause their Affiliates to) execute and deliver to Purchaser such other further documents and instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem be necessary to make effective the transactions contemplated by this Agreement and the Transaction Documents. If any Party to this Agreement following the Closing shall have in its possession any asset, property or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating right that under this Agreement should have been delivered to the Assets as Purchaser other, such Party shall request)promptly deliver such asset, and, property or right to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementother Party. (b) Following For five (5) years following the Closing, the Company and Purchaser upon reasonable written notice, each Party will afford the other party, its counsel Party and its accountants, Representatives (i) in response to the request or at the direction of a Governmental Authority or (ii) as required for the preparation and reporting of financial statements or regulatory filings (A) such access during normal business hours, reasonable access hours as the other Party may reasonably request to the books, records and other data and information relating to the Business in its possession with respect to periods prior to the Closing Target Entities and (B) the right to make copies and extracts therefrom, therefrom at the cost of the Party requesting such copies and extracts. Anything to the extent that such access may be reasonably required by the requesting party contrary in connection with Section 5.7(a) or this Section 5.7(b) notwithstanding, (i) access rights pursuant to Section 5.7(a) or this Section 5.7(b) shall be exercised in such manner as not to interfere unreasonably with the preparation conduct of Tax Returns, the Business or any other business of the Party granting such access and (ii) the determination Party granting access may withhold any document (or enforcement portions thereof) or information (A) that is subject to the terms of rights and obligations under this Agreementa non-disclosure agreement with a third party, (iiiB) compliance with that may constitute privileged attorney-client communications or attorney work product and the requirements transfer of any Governmental which, or Regulatory Authority including without limitation the Commissionprovision of access to which, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Furtheras reasonably determined by such party’s counsel, the Company and Purchaser agree for constitutes a period extending six (6) years after the Closing Date not to destroy or otherwise dispose waiver of any such booksprivilege or (C) if the provision of access to such document (or portion thereof) or information, records as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws. Purchaser and other data unless such party Seller shall first offer in writing to surrender such books, records and other data to reimburse the other party Party for reasonable out-of-pocket costs and expenses incurred in assisting the other Party or their respective Affiliates pursuant to this Section 5.7, Purchaser or Seller shall be permitted to request approval by the paying Party for any such other party shall not agree out-of-pocket costs and expenses in writing to take possession thereof during the ten (10) day period after advance of incurring such offer is madecost and expenses. (c) IfFrom and after the Closing, Seller shall, and shall cause his Affiliates and Representatives to maintain the confidence of any and all information, whether written or oral, concerning Purchaser, the Target Entities or their business that was obtained by virtue of ownership of the Target Entities, the completion of the transactions contemplated by this Agreement or otherwise obtained, except to the extent that Seller can show that such information (i) is generally available to and known by the public through no action of Seller, any of his Affiliates or their respective Representatives; (ii) is lawfully acquired by Seller, any of his Affiliates or their respective Representatives from and after the Closing from sources, which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (iii) to the extent that Seller is required to disclose such information by judicial or administrative process or pursuant to applicable Law. If Seller or any of his Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, then Seller shall promptly notify Purchaser in order properly to prepare its Tax Returns, other documents or reports writing and shall disclose only that portion of such information that Seller is advised by his counsel in writing is legally required to be filed with Governmental disclosed; provided that Seller shall, at the direction and expense of Purchaser, use reasonable best efforts to obtain an appropriate protective order or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary other reasonable assurance that the Company or Purchaser confidential treatment will be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and accorded such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything From and after the Closing, Purchaser shall, and shall cause its Affiliates and Representatives to maintain the confidence of any financial information concerning Seller in his personal capacity obtained by virtue of the completion of the transactions contemplated by this Agreement or otherwise obtained, except to the contrary contained in extent that Purchaser can show that such information (i) is generally available to and known by the public through no action of Purchaser, any of its Affiliates or their respective Representatives; (ii) is lawfully acquired by Purchaser, any of its Affiliates or their respective Representatives from and after the Closing from sources, which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (iii) to the extent that Purchaser is required to disclose such information by judicial or administrative process or pursuant to applicable Law. (e) Neither Purchaser nor Seller shall be required by this Section, if Section 5.7 to (i) take any action that would unreasonably interfere with the Company and Purchaser are in an adversarial relationship in litigation conduct of its business or arbitration, unreasonably disrupt its normal operations or (ii) provide the furnishing of information, documents other Party with access to any books or records in accordance with paragraphs (bincluding personnel files) and (c) of pursuant to this Section shall be subject to applicable rules relating to discovery5.7 where such access would violate any Law.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Operative Agreements. From time to time after the Closing, at Purchaser's request and expense, Seller will reasonably cooperate with Purchaser in its efforts to maximize any Tax benefits associated with the Assets with respect to periods following the Closing and to minimize the Tax costs associated with the transactions contemplated hereby; provided such cooperation does not adversely affect Seller's Tax position. From time to time after the Closing, at Seller's request and expense, Purchaser will reasonably cooperate with Seller in its efforts to maximize any Tax benefits associated with the Assets with respect to periods prior to the Closing and to minimize the Tax costs associated with the transactions contemplated hereby; provided such cooperation does not adversely affect Purchaser's Tax position. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business operation of the Generating Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten thirty (1030) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business operation of the Generating Assets not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by such party in accordance with this paragraph shall be held confidential by such party in accordance with Section 13.06. (d) Notwithstanding anything to the contrary contained in this SectionSection 1.07, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and paragraph (c) of this Section 1.07 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, (i) each of the Company Parties shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement., including any filings that may be required under the Code; and (ii) upon the request of Purchaser, Seller will, and will cause its Affiliates to, execute and deliver such other documents and instruments and take such other actions as may reasonably be necessary, proper or advisable, to evidence the conveyance by Seller or its Affiliates to Purchaser of any and all rights, title and interests that Seller or any of its Affiliates holds relating to the Ashtabula III Project, or to assist in Purchaser being fully constituted with such rights. [**] Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, each Party agrees to use commercially reasonable efforts to furnish or make available during normal business hourshours information, reasonable access to documents or records (or copies thereof) at the booksrecipient’s request, records cost and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, expense to the extent that such access may be reasonably required by the requesting party Party in connection with (i) the preparation of Tax ReturnsReturns or any audit, examination or contest relating to Taxes; (ii) the integration of the accounting books and records; (iii) the determination or enforcement of rights and or obligations under this Agreement, any of the Additional Agreements or any Contract or offer constituting part of the Assets; (iiiiv) compliance with the requirements of any Governmental or Regulatory Authority including without limitation in connection with the Commission, (iv) the determination or enforcement of the rights and obligations of any party to transactions contemplated by this Agreement and each of the Additional Agreements; or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each Party agrees for a period extending six seven (67) years after the later of the Closing Date or the date of creation of such books, records or other data, not to destroy or otherwise dispose of any such books, records and other data not previously delivered to the other Party, unless such party Party shall first offer in writing to surrender such books, records and other data to the other party Party and such other party Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order to properly to prepare or defend its Tax Returns, prepare other documents or reports required to be filed with Governmental or Regulatory Authorities or prepare its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a Party be furnished with additional information, documents or records relating to the Assets, the Ashtabula III Project, or the Business or Condition of the Project not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other partyParty, such other party shall Party agrees to use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. (d) Notwithstanding anything to the contrary contained in this SectionSection 2.06, if the Company and Purchaser Parties are in an adversarial relationship in litigation any litigation, arbitration or arbitrationother Action or Proceeding, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall 2.06 will be subject to any applicable rules relating to discovery. (e) Any information obtained by either Seller or its Affiliates in accordance with this Section shall be held confidential by the recipient in accordance with Section 14.05.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Shares and, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Assets Sellers' business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (di) The shareholders of Copperstone shall provide audited financial statements required for Purchaser's filing of the Form 8-K with the SEC in the required time period. Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitrationsame, the furnishing shareholders of information, documents or records in accordance with paragraphs (b) and (c) Copperstone shall use its best efforts to provide such audited financial statements within 3 days of this Section shall be subject to applicable rules relating to discoverythe date of the closing herein.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from From time to time after the Closing, at Purchaser's request ’s request, at no cost to Purchaser and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may be reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets (including, without limitation, Purchased Assets. Seller will be responsible for all costs related to the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating the Purchased Assets to the Assets as location designated by Purchaser provided that Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control be responsible for 50% of the Business costs of removing and relocating the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause equipment that constitutes the Company to fulfill its obligations under this AgreementPurchased Assets. (b) Following the Closing, the Company and Purchaser Seller will afford the other partyPurchaser, its counsel and its accountants, during normal business hourshours and upon reasonable advance notice, reasonable access to review (i) the books, records and other data relating to the Business Purchased Assets in its Seller’s possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, at Purchaser’s cost and expense, but only to the extent that such access may be reasonably required by the requesting party Purchaser in connection with (iA) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) Purchaser’s compliance with the requirements of any Governmental Authority with jurisdiction over the Purchased Assets prior to the Closing, and/or (B) Purchaser’s attempt to enforce any of its rights or Regulatory Authority including without limitation the Commission, (iv) the determination interests against any Person other than Seller or enforcement of the rights and obligations of any party to this Agreement its Affiliates; and (vii) financial and tax records relating exclusively to the Purchased Assets. Any such review shall be conducted by Purchaser, its counsel and/or accountants in connection with such manner as to cause the least disruption to Seller’s business as reasonably practicable, and Seller shall have the right to redact and not make available to Purchaser any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any information contained in such books, records and other data unless that is related to the Retained Liabilities or not exclusively related to the Purchased Assets. (c) Following the Closing, Purchaser will afford Seller, its counsel and its accountants, during normal business hours and upon reasonable advance notice, reasonable access to review (i) the books, records and other data which are transferred to the Purchaser pursuant to the terms of this Agreement and which relate to the Purchased Assets prior to the Closing Date, the right to make copies and extracts therefrom, at Seller’s cost and expense, and access to former employees of Seller but only to the extent that such party access may be reasonably required by Seller in connection with (A) Seller’s compliance with the requirements of any Governmental Authority with jurisdiction over the Purchased Assets, (B) Seller’s attempt to enforce any of its rights or interests against any Person other than Purchaser or its Affiliates, and/or (C) estate administration, the winding down of the Seller in connection with the Bankruptcy Case, the provision of any information required for the defense and prosecution of claims and any other legitimate purpose of Seller, and (ii) financial and tax records relating exclusively to the Purchased Assets prior to the Closing Date. Any such review shall first offer be conducted by Seller, its counsel and/or accountants in writing such manner as to surrender cause the least disruption to Purchaser’s business as reasonably practicable, and Purchaser shall have the right to redact and not make available to Seller any information contained in such books, records and other data that is related to the other party and such other party shall Assumed Liabilities or not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating exclusively related to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expenseExcluded Assets. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms Transferor and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Acquiror shall execute and deliver to Purchaser Acquiror or Transferor, as the case may be, such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser Acquiror or Transferor may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all request for the purpose of carrying out the Assets (including, without limitation, the delivery to Purchaser intent of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data in its possession relating to the Business in its possession Business, or the condition (financial or otherwise), or results of operations or assets of Transferor with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) the preparation of financial statements, (iv) the filing of reports by the party or its Affiliates with or other compliance with the requirements of of, any Agency or Governmental or Regulatory Authority including without limitation the CommissionAuthority, (ivv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (vvi) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six years (6or such longer period as such records may be required to be maintained by Law or by Contract) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day Business Day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with any Agency or Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business Business, the condition (financial or otherwise) or results of operations or assets of Transferor not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. Any information obtained by either party in accordance with this paragraph shall be held confidential by that party in accordance with Section 16.05. (d) Notwithstanding anything to the contrary contained in paragraphs (b) and (c) of this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Stockholder shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Shares and Purchased Assets as in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Operating Subsidiaries and the their respective Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Stockholder to fulfill its their obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Operating Subsidiaries in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party, or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Subsidiaries not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to . Any information obtained by the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records Stockholder in accordance with paragraphs (b) and (c) of this Section paragraph shall be subject to applicable rules relating to discoveryheld confidential by the Stockholder in accordance with Section 12.05.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Shares and, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Assets Sellers' business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from From time to time after the Closing, at Purchaser's request and without further additional consideration, each of the Company shall Parties will (or, if appropriate, cause their Affiliates to) execute and deliver to Purchaser such other further instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions action as may be necessary to make effective the transactions contemplated by this Agreement and the Transaction Documents. If either Party shall following the Closing have in its possession any asset or right that under this Agreement that should have been delivered to the other Party, then such Party shall promptly deliver such asset or right to the other Party. (b) Subject to the Sellers’ rights in Section 5.14, the Sellers hereby constitute and appoint, effective as of the Closing Date, Purchaser and its successors and assigns as the true and lawful attorney of the Sellers with full power of substitution in the name of Purchaser, or in the name of the Sellers, but for the benefit of Purchaser, at Purchaser’s cost (i) to collect for the account of Purchaser any items of Purchased Assets and (ii) to institute and prosecute all proceedings that Purchaser may reasonably in its sole discretion deem necessary proper to assert or desirable in order more effectively enforce any right, title or interest in, to transfer, convey and assign to Purchaseror under the Purchased Assets, and to confirm Purchaser's title todefend or compromise any and all actions, all suits or proceedings in respect of the Assets (Purchased Assets. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets any amounts payable as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser interest in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementthereof. (bc) Following the Closing, the Company and Purchaser Sellers will afford the other party, its counsel Purchaser and its accountants, Representatives (i) such access during normal business hours, reasonable access hours as Purchaser may reasonably request to the all books, records and other data and information, including, without limitation, any information from employees of the Sellers, relating to the Business in its possession with respect to periods prior to Business, the Closing Purchased Assets, the Excluded Assets, the Assumed Liabilities and the Excluded Liabilities and (ii) the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each Party agrees for a period extending six (6) seven years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing to surrender such books, records and other data to the other party Party and such other party Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly made and to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it inform the senders that Purchaser is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the new rightful recipient's request, cost and expense. (d) Notwithstanding anything Following the Closing, Purchaser may receive and open all mail addressed to the contrary contained Sellers or Parent and deal with the contents thereof in this Sectionits discretion to the extent that such mail and the contents thereof relate to the Business. Purchaser agrees to deliver or cause to be delivered to the Sellers all mail received by Purchaser after the Closing addressed to the Sellers, if Parent or any of their respective Affiliates that does not relate to the Company Business. (e) The Sellers will take, or cause to be taken, all actions and do, or cause to be done, at no cost to Sellers, all things necessary, proper, or advisable to register, maintain, and prevent the diminution in value of the Intellectual Property, including, without limitation, filing any affidavits of use in commerce with the U.S. Patent and Trademark Office, responding to all office actions or other correspondence from the U.S. Patent and Trademark Office, U.S. Copyright Office, and all other corresponding governmental offices throughout the world, obtaining and recording all documents necessary to establish, maintain, transfer, or identify Purchaser’s rights in such Intellectual Property, including, without limitation, all necessary assignments of such Intellectual Property and fulfilling all of its duties and obligations and avoid any defaults under all Contracts regarding Intellectual Property, and assist Purchaser after the Closing with respect to any legal or administrative action relating to the Intellectual Property, including before the U.S. Patent and Trademark Office, U.S. Copyright Office, and all other corresponding foreign and domestic Governmental Authorities. (f) To the extent that any moral rights or rights of droit moral are deemed to exist or apply in any jurisdiction to any of the Intellectual Property rights transferred hereunder, each of the Sellers agrees to, and hereby waives, or hereby agrees to seek a waiver in favor of the Sellers and Purchaser of any and all such moral rights or rights of droit moral. (g) Each of the Sellers shall affect all renewals of all Intellectual Property that are in an adversarial relationship in litigation scheduled to or arbitration, may expire between the furnishing of information, documents or records in accordance with paragraphs date hereof and the date that is thirty (b30) and (c) of this Section days after the Closing Date. The Sellers shall be subject responsible for all out-of-pocket third-party fees and expenses incurred by the Sellers in connection with all such renewals, and Purchaser shall reasonably assist the Sellers in connection therewith, including executing and delivering, or causing to be executed and delivered, all such documents and instruments as the Sellers may reasonably deem necessary to affect such renewals. The Sellers shall be fully responsible for, including paying all costs associated with, filing releases of all security Encumbrances currently placed on any or all of the Business Intellectual Property with the United States Patent and Trademark Office and any other applicable rules relating to discoveryforeign intellectual property offices where Encumbrances have been recorded.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Units in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Subsidiaries and their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Sellers to fulfill its their obligations under this Agreement. (b) Following the Closing, the Company Sellers and Purchaser will afford the other partyeach other, its and their respective counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its their possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company Sellers and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party they shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery; provided that nothing in this Section 2.06(c) shall limit or otherwise modify Purchaser’s rights in, and Sellers’ obligation to deliver, all Assets and Properties and Books and Records of the Company and/or any Subsidiary.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Subsidiaries and their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Operative Agreements to which they are a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Sellers in accordance with this paragraph shall be held confidential by Sellers in accordance with SECTION 13.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request ’s request, at no cost to Purchaser and without further consideration, the Company Seller shall execute and deliver to Purchaser and IP Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to Purchaser and/or IP Purchaser, and to confirm Purchaser's ’s and/or IP Purchaser’s title to, all of the Purchased Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full fullest extent permitted by Lawlaw, to put Purchaser and/or IP Purchaser in actual possession and operating control of the Business and the Assets Purchased Assets, and to assist Purchaser and/or IP Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement; provided that none of the Company foregoing shall require Seller to incur any expenses requiring any payments to third parties. Without limiting the foregoing, in the event that Seller fails to transfer to Purchaser an asset primarily relating to the CNS Division that Purchaser reasonably believes in good faith should have been a Transferred Contract consistent with the intent of this Agreement, then upon request by Purchaser for the transfer of such Contract and reasonable proof that such Contract should have been transferred, Seller shall transfer such Contract to Purchaser and Schedule 1.3 shall be deemed to be amended to include such Contract. (b) At any time or from time to time after the Closing, at Seller’s request, at no cost to Seller and without further consideration, Purchaser and/or IP Purchaser shall execute and deliver to Seller such other instruments of transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Seller may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Purchaser and/or IP Purchaser, and to confirm Purchaser’s and/or IP Purchaser’s assumption of all Assumed Liabilities and, to the fullest extent permitted by law, to put Purchaser and/or IP Purchaser in actual possession and operating control of the Assumed Liabilities, and otherwise to cause Purchaser and/or IP Purchaser to fulfill its obligations under this Agreement. (bc) Unless specifically authorized in writing by Purchaser, after the Closing, Seller shall not, and shall take reasonable steps to cause the Employees not to, retain or use any copy of any Purchased Asset (other than Purchased Assets which are the subject of a license back from Purchaser or IP Purchaser to Seller) that is capable of being copied, including, without limitation, any software. (d) Effective on the Closing Date, Seller hereby constitutes and appoints Purchaser the true and lawful attorney of Seller, with full power of substitution, in the name of Seller or Purchaser, but on behalf of and for the benefit of Purchaser: (i) to demand and receive from time to time any and all of the Purchased Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Purchaser may reasonably deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Purchased Assets; and (iv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iii) as Purchaser shall reasonably deem desirable; provided, however, that if any of the actions authorized by this section could reasonably be determined to result in a claim for indemnification by Purchaser against Seller, then Purchaser shall not take any such actions without complying with the procedures set forth in Article 10 of this Agreement. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Seller shall deliver to Purchaser at the Closing an acknowledged power of attorney to the foregoing effect executed by Seller. (e) Following the ClosingClosing and subject to the existing confidentiality agreement, the Company and Purchaser Seller will afford the other partyPurchaser, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data in Seller’s possession relating to the Business in its possession Purchased Assets with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party Purchaser in connection with with: (i) the preparation of Tax Returns, ; (ii) the determination or enforcement of rights and obligations under this Agreement, including by any Indemnified Party (under Article 8); (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, Entity; (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six Proceeding or (6v) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control proper accounting of the other party, such other party shall use its commercially reasonable efforts to furnish transaction or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expensea request from Purchaser’s auditors. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of the Parties hereto shall, at Purchasersuch Party's request and without further considerationown expense, the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser will each Party will, at such Party's own expense, afford the every other partyParty, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business business or condition of the Companies in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any indemnified party to this Agreement and hereunder or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree each Party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing to surrender such books, records and other data to the other party Party and such other party Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a Party be furnished with additional information, documents or records relating to the Business business or condition of the Companies not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other partyParty, such other party shall Party agrees to use its all commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records . Any information obtained by any party in accordance with paragraphs (b) and (c) of this Section paragraph shall be subject to applicable rules relating to discoveryheld confidential by such party in accordance with Section 13.06.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Shareholders shall execute and deliver to Purchaser Parent and Merger Sub such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser Parent or Merger Sub may reasonably deem necessary or desirable in order more effectively request to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all carry out the terms of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), this Agreement and, to the full extent permitted by Law, to put Purchaser Parent in actual possession and operating control of the Business Company and the its Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Shareholders to fulfill its their respective obligations under this AgreementAgreement and the Operative Agreements to which either or both is a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Shareholders in accordance with this paragraph shall be held confidential by Shareholders in accordance with Section 12.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, or (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or ProceedingIndemnified Party. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 12.06. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Seller to fulfill its obligations under this Agreement. (b) Agreement . Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnsreturns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) . If, in order properly to prepare its Tax Returnsreturns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) . Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 13.05. Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject On the Closing Date, Sellers will deliver or make available to Purchaser at the terms offices of the Company all of the Books and conditions Records of this Agreementthe Company, and if at any time after the Closing Sellers discover in their possession or under their control any other Books and Records of the Company, Sellers will forthwith deliver such Books and Records to Purchaser. (b) At any time or from time to time after the Closing, at Purchaser's ’s request and without further consideration, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable request in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Interests in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the its Assets and to assist Purchaser in exercising all rights with respect thereto, Properties and otherwise to cause the Company to fulfill its obligations under this AgreementBooks and Records. (bc) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iviii) the determination or enforcement of the rights and obligations of any party to this Agreement and or (viv) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (cd) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (bc) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. (de) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time -------------------------------------------- or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Subsidiaries and their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Sellers to fulfill its obligations under this AgreementAgreement and the Operative Agreements to which it is a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnsreturns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnsreturns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Sellers in accordance with this paragraph shall be held confidential by Sellers in accordance with Section 14.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further considerationeach of the Parties hereto shall use its commercially reasonable efforts to execute, the Company shall execute acknowledge and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information information, and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following Subject in each case to applicable confidentiality obligations to third parties, following the Closing, the Company Seller Representative and Purchaser will shall, and Purchaser shall cause the Acquired Companies to, use commercially reasonable efforts to afford the other partyParty, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data data, documents or reports relating to the Business business or financial or operating condition of the Acquired Companies in its their possession with respect to periods prior to the Closing Date and the right to make copies and extracts therefrom, in each case solely to the extent that such access may reasonably be reasonably required by the requesting party Party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, or (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (vii) in connection with any actual or threatened Action or Proceeding; provided, however, that Sellers and their Affiliates (other than the Acquired Companies) shall not be required to make available their income Tax Returns. Further, the Company Seller Representative and Purchaser agree shall not, and Purchaser shall cause the Acquired Companies to not, for a period extending six seven (67) years after the Closing Date not Date, or such longer period as such books, records and other data remain relevant to open Tax years or to any pending investigation by a Governmental or Regulatory Authority or any pending litigation if such investigation or litigation relates in any material respect to matters occurring prior to the Closing, destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing by notice to the other to surrender such books, records and other data to the other party notifying Party, to be held subject to appropriate confidentiality restrictions as applicable, and such other party Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this SectionSection 2.05, if the Company and Purchaser Parties are in an adversarial relationship in litigation any Action or arbitrationProceeding, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section 2.05 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time each of the Parties will use Commercially Reasonable Efforts to take, or from cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party’s obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, British Energy and Buyer shall use Commercially Reasonable Efforts to obtain all Permits necessary for Buyer to acquire the BEUSH Shares. (b) From time to time after the ClosingClosing Date, at Purchaser's request and without further consideration, the Company shall British Energy will, at its own expense, execute and deliver such documents to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions Buyer as Purchaser Buyer may reasonably deem necessary or desirable request in order to more effectively consummate the transactions contemplated by this Agreement. From time to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of time after the Assets (includingClosing Date, without limitationfurther consideration, Buyer will, at its own expense, execute and deliver such documents to British Energy as British Energy may reasonably request in order to more effectively consummate the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted transactions contemplated by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (bc) Following After the ClosingClosing Date, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, each Party shall have reasonable access to the booksemployees of the other Party, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefromfor purposes of consultation or otherwise, to the extent that such access may reasonably be reasonably required by the requesting party in connection with (i) matters relating to or affected by the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement operations of the rights and obligations of any party Seller or the Company Group prior to this Agreement and (v) the Closing Date. The Parties agree to cooperate in connection with any actual audit, investigation, hearing or threatened Action inquiry by any Governmental Authority, litigation or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after regulatory or other proceeding which may arise following the Closing Date not and which relates to destroy the ownership of the Company Group or otherwise dispose operation of the Assets by the Seller or the Company Group prior to the Closing Date. Notwithstanding any other provision of this Agreement to the contrary, each Party shall bear its own expenses, including fees of attorneys or other representatives, in connection with any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained matter described in this Section, if Section 5.6(c) in which the Company Seller and Purchaser the Buyer are subjects or parties or in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoverywhich they have a material interest.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at 10.4.1 At any time or from time to time after the Closing, at Purchaser's request each of the Shareholders and without further consideration, the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares listed in Schedule A to the Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Assets its assets and to assist Purchaser in exercising all rights with respect theretoproperties and Books and Records, and otherwise to cause each of the Shareholders and the Company to fulfill its obligations under this Agreement. (b) 10.4.2 Following the Closing, the Company and Purchaser will afford the other partyPurchaser, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party Purchaser in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) 10.4.3 If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further considerationeach of the Parties shall use its commercially reasonable efforts to execute, the Company shall execute acknowledge and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information information, and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement.. 71 (b) Following the Closing, the Company and Purchaser will Seller shall use commercially reasonable efforts to afford the other partyPurchaser, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data data, documents or reports relating to the Business business or financial or operating condition of the Business, the Purchased Assets and/or the Assumed Liabilities in its their possession with respect to periods prior to the Closing Date and the right to make copies and extracts therefrom, in each case solely to the extent that such access may reasonably be reasonably required by the requesting party Purchaser in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental Authority or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (vii) in connection with any actual or threatened Action or Proceeding. Further, the Company Seller and Purchaser agree shall not, for a period extending six seven (67) years after the Closing Date not Date, or such longer period as such books, records and other data remain relevant to open Tax years or to any pending investigation by a Governmental Authority or any pending litigation if such investigation or litigation relates in any material respect to matters occurring prior to the Closing, destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing by notice to the other to surrender such books, records and other data to the other party Party, to be held subject to appropriate confidentiality restrictions as applicable, and such other party Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. Notwithstanding the foregoing, neither Purchaser nor Seller shall be required to furnish any such information where the furnishing of such information would (A) violate any Law, Order, Permit or Governmental Approval applicable to such Party or any of its Affiliates, assets and properties, including the Business; (B) result in the loss of attorney-client privilege with respect to such information; (C) result in a breach of a Contract to which such Party or any of its Affiliates is a party; (D) result in the disclosure of any trade secret or proprietary or confidential information of third parties (including, with respect to Seller, any bids received from others in connection with the transactions contemplated by this Agreement and the information and analysis (including financial analysis) relating to such bids); or (E) with respect to information furnished by Purchaser, require Purchaser to disclose information that does not relate to the Business, the Purchased Assets or the Assumed Liabilities, reveals Purchaser’s (or its Affiliates’) valuation or negotiating strategy with respect to the transactions contemplated hereby or is otherwise confidential or proprietary information of Purchaser or any of its Affiliates. (c) IfFollowing the Closing; (i) if Purchaser or any of its Affiliates receive any payment from a third party that constitutes an Excluded Asset, Purchaser shall promptly after receipt thereof, but in order properly no event later than five (5) Business Days after such receipt, notify Seller of such receipt and transfer to prepare its Tax ReturnsSeller (or a designee of Seller) such Excluded Asset to an account designated in writing by Seller and (ii) if Seller or any of their Affiliates receives any Inventories or any payment that otherwise constitutes a Purchased Asset, other documents Seller shall promptly after receipt thereof, but in no event later than five (5) Business Days after such receipt, notify Purchaser of such receipt and send to Purchaser such Inventories to an address designated in writing by Purchaser or reports required such payment to be filed with Governmental an account designated in writing by Purchaser, as applicable. In addition, to the extent that, from time to time after the Closing, Seller or Regulatory Authorities their Affiliates and/or Purchaser or its financial statements Affiliates identify assets that are owned by Purchaser (or to fulfill its obligations hereunder, it is necessary that as of the Company Closing were used or Purchaser be furnished with additional information, documents held for use by Seller and their Affiliates exclusively for the ownership or records relating to operation of the Purchased Assets or the Business not referred to in paragraph (bor the Assumed Liabilities) above, and such information, documents or records but that are in the possession of Seller or control their Affiliates (including any payments from customers of Purchaser that are improperly sent to Seller or their Affiliates after the other partyClosing), such other party shall Seller will use its commercially reasonable efforts to furnish locate such items and take such action as is necessary to put Purchaser or make available such information, documents or records (or copies one of its Affiliates in actual possession thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.. 72

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, : (i) each of the Company Parties shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. ; and (bii) upon the request of Purchaser, the Seller will, and will cause its Affiliates to, execute and deliver such other documents and instruments and take such other actions as may reasonably be necessary, proper or advisable, to evidence the conveyance by Seller or its Affiliates to Project Company of any and all rights, title, and interests that Seller or any of its Affiliates holds relating to the ownership or development of the Project, or to assist in Purchaser being fully constituted with such rights. In addition, Seller shall use all commercially reasonable efforts to assist Purchaser in obtaining abstracts and obtaining curative documents to address any title defects or deficiencies identified with respect to real property that is the subject of the Real Property Interests. At the Closing, the Seller agrees to deliver to Purchaser the originals of all Books and Records of Project Company. Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, each Party agrees to use commercially reasonable efforts to furnish or make available during normal business hourshours information, reasonable access to documents, or records (or copies thereof) at the booksrecipient’s request, records cost and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, expense to the extent that such access may be reasonably required by the requesting party Party in connection with with: (i) the preparation of Tax ReturnsReturns or any audit, examination or contest relating to Taxes; (ii) the integration of the accounting books and records; (iii) the determination or enforcement of rights and obligations under this Agreement, Agreement or any agreements constituting part of the Assets; (iiiiv) compliance with the requirements of any Governmental or Regulatory Authority including without limitation in connection with the Commission, (iv) the determination or enforcement of the rights and obligations of any party to transactions contemplated by this Agreement and Agreement; (v) in connection with any actual or threatened Action or Proceeding; and (vi) any combination of (i) through (v). Further, the Company and Purchaser agree each Party agrees for a period extending six seven (67) years after the later of the Closing Date or the date of creation of such books, records or other data, not to destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing to surrender such books, records and other data to the other party Party and such other party Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request the Seller Group, on the one hand, and without further considerationthe Parent and the Buyer, on the Company other hand, shall each execute and deliver or cause to Purchaser be executed and delivered to the other party such other instruments of sale, transfer, conveyance, assignment additional documents and confirmationinstruments, provide such additional materials and information and take such other additional actions as Purchaser the other party may reasonably deem necessary or desirable request in order to more effectively to transfercomplete the transactions contemplated hereby, convey and assign to Purchaserincluding, and to confirm Purchaser's title but not limited to, all of to vest title to the Assets (other than the Excluded Assets), including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to Acquired Assets and the Assets as Purchaser shall request)Assigned Contracts, in the Buyer and, to the full fullest extent permitted by Law, to put Purchaser the Buyer in actual possession and operating control of the Business Business, the Assets (other than the Excluded Assets), including, without limitation, the Acquired Assets, the Assigned Contracts, and the Assets Acquired Books and Records; such documents, materials and actions to assist Purchaser in exercising all rights include, but not be limited to, providing such representation letters, audit letters and other documents as are consistent with respect theretoor required for public filing purposes, and otherwise to cause the Company parties to fulfill its their respective obligations under this AgreementAgreement and the Operative Agreements. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax ReturnsReturns properly, other or submit documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser Parent and the Buyer be furnished with additional information, documents or records relating to the Business Company not referred to in paragraph (ba) above, and if such information, documents or records are in the possession or control of the other partyMembers or the Company, such other party the Members and the Company shall use its their commercially reasonable reasonably efforts to furnish or make available such information, documents or records (or copies thereof) as reasonably requested by the Parent or Buyer, at the recipient's request, Parent’s or Buyer’s cost and expense. (c) The Seller Group shall cooperate with all commercially reasonable requests of the Parent in connection with obtaining the financing necessary for the consummation of the Transactions, including, but not limited to, meeting with the Parent’s lenders and other financing sources and providing them with information relating to the Business, subject to appropriate confidentiality restrictions applicable to the Parent’s lenders and other financing sources. (d) Notwithstanding anything If, in order to prepare its Tax Returns properly, or submit documents or reports required to be filed with Governmental Authorities or their financial statements or to fulfill their obligations hereunder or in connection with any claim or dispute arising with respect to the contrary contained in operation of the Business prior to the Closing of this SectionAgreement (other than an Action between the Members and the Company, if on the one hand, and the Buyer Group Companies, on the other hand), it is necessary that the Members or the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of be furnished with additional information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoverythe Company, which documents were part of the Acquired Books and Records, and if such information, documents or records are in the possession or control of the Parent or the Buyer, the Parent and the Buyer shall use their commercially reasonably efforts to furnish or make available such information, documents or records (or copies thereof) as reasonably requested by the Members or the Company, at the Members and the Company’s cost and expense.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records records, personnel files, payroll files and other data relating to the Cutanogen Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or ProceedingProceeding or (v) the determination of pension or other benefits. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records records, personnel files, payroll files and other data unless such party shall first offer in writing to surrender such books, records records, personnel files, payroll files and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten sixty (1060) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Cutanogen Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section 1.4 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or and from time to time after the Closing, at Purchaser's ’s or Parent’s request and without further consideration, the Company Seller shall execute and deliver to Purchaser or Parent, as applicable, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser or Parent, as applicable, may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Acquired Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Acquired Assets and to assist Purchaser or Parent, as applicable, in exercising all rights with respect thereto, and otherwise to cause the Company Seller to fulfill its obligations under this Agreement. (b) Subject to the terms and conditions of this Agreement, at any time and from time to time after the Closing, at Seller’s request and without further consideration, Purchaser and Parent shall execute and deliver to Seller such other instruments of transfer, assumption, guarantee and confirmation, provide such materials and information and take such other action as Seller may reasonably deem necessary or desirable for Purchaser to assume all of the Assumed Liabilities from the Seller and Parent to guarantee such assumption and otherwise to cause Purchaser and Parent to fulfill their respective obligations under this Agreement. (c) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records Books and other data Records relating to the Acquired Assets and the Business in its possession with respect to periods prior to the Closing Date and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, ; (ii) the determination or enforcement of rights and obligations under this Agreement, ; (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, Authority; (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party; or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records Books and other data Records unless such party shall first offer in writing to surrender such books, records Books and other data Records to the other party and such other party shall not agree in writing to take possession thereof during the ten thirty (1030) day period after such offer is made. (cd) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business Acquired Assets not referred to in paragraph (bc) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. Any information obtained by such party in accordance with this paragraph shall be held confidential by such party in accordance with Section 11.5. (de) Notwithstanding anything to the contrary contained in this SectionSection 1.8, if the Company and Purchaser parties are in an adversarial relationship in litigation any Action or arbitrationProceeding, the furnishing of information, documents or records in accordance with paragraphs (b) and paragraph (c) of this Section shall be subject to applicable rules relating to discovery. (f) Purchaser and Seller shall cooperate in convincing each of the Retained Employees to accept employment with Purchaser effective as of the Closing. (g) Purchaser shall deliver or pay over to Seller any monies or payments Purchaser receives from customers in payment of invoices or maintenance contracts that are reflected in the accounts receivable of Seller retained by Seller pursuant to Section 1.2(d) on the Closing Date and any other deposits or monies relating to the Excluded Assets, within 15 business days after receipt of such payments by Purchaser, and Parent hereby guarantees such payment and delivery by Purchaser. Seller shall deliver or pay over to Purchaser any other monies or payments received by Seller relating to the ownership, operation, utilization, maintenance or management of the Business or the Acquired Assets not covered by the foregoing sentence, within 15 business days after receipt of such payments by Seller.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's ’s or Company’s request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser and Company may reasonably deem necessary or desirable in order more to effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Shares, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of Company, the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Seller to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business Business, Company and/or the Excluded Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iviii) the determination or enforcement of the rights and obligations of any such other party to this Agreement and the transactions contemplated hereby and (viv) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business Business, Company and/or the Excluded Assets not referred to in paragraph (bSection 1.05(b) above, and such information, documents or records are in the possession or control of the any other partyparty to this Agreement, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. Any information obtained by a party in accordance with this Section shall be held confidentially by it. (d) Notwithstanding anything to the contrary contained in this SectionSection 1.05, if Seller, on the Company one hand, and Purchaser Purchaser, on the other hand, are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs subsections (b) and (c) of this Section shall be subject to applicable rules relating to discovery. (e) In the event that any party hereto collects or receives, after the Closing, funds belonging to any other party, the party receiving such funds shall be deemed to have collected or received such funds in trust for the benefit of the other party, and shall promptly deliver the amounts to the party entitled thereto, and the parties will cooperate to minimize any such misdirected funds.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time each of the Parties will use Commercially Reasonable Efforts to take, or from cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party's obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, British Energy and Buyer shall use Commercially Reasonable Efforts to obtain all Permits necessary for Buyer to acquire the BEUSH Shares. (b) From time to time after the ClosingClosing Date, at Purchaser's request and without further consideration, the Company shall British Energy will, at its own expense, execute and deliver such documents to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions Buyer as Purchaser Buyer may reasonably deem necessary or desirable request in order to more effectively consummate the transactions contemplated by this Agreement. From time to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of time after the Assets (includingClosing Date, without limitationfurther consideration, Buyer will, at its own expense, execute and deliver such documents to British Energy as British Energy may reasonably request in order to more effectively consummate the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted transactions contemplated by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (bc) Following After the ClosingClosing Date, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, each Party shall have reasonable access to the booksemployees of the other Party, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefromfor purposes of consultation or otherwise, to the extent that such access may reasonably be reasonably required by the requesting party in connection with (i) matters relating to or affected by the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement operations of the rights and obligations of any party Seller or the Company Group prior to this Agreement and (v) the Closing Date. The Parties agree to cooperate in connection with any actual audit, investigation, hearing or threatened Action inquiry by any Governmental Authority, litigation or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after regulatory or other proceeding which may arise following the Closing Date not and which relates to destroy the ownership of the Company Group or otherwise dispose operation of the Assets by the Seller or the Company Group prior to the Closing Date. Notwithstanding any other provision of this Agreement to the contrary, each Party shall bear its own expenses, including fees of attorneys or other representatives, in connection with any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained matter described in this Section, if Section 5.6(c) in which the Company Seller and Purchaser the Buyer are subjects or parties or in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoverywhich they have a material interest.

Further Assurances; Post-Closing Cooperation. (a) Subject On the Closing Date, Sellers will deliver or make available to Purchaser at the terms offices of the Company all of the Books and conditions Records of this Agreementthe Company, and if at any time after the Closing Sellers discover in their possession or under their control any other Books and Records of the Company, Sellers will forthwith deliver such Books and Records to Purchaser. (b) At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable request in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Interests in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the its Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Sellers to fulfill its their obligations under this Agreement. (bc) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.period

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request the Seller Group, on the one hand, and without further considerationthe Parent and the Buyer, on the Company other hand, shall each execute and deliver or cause to Purchaser be executed and delivered to the other party such other instruments of sale, transfer, conveyance, assignment additional documents and confirmationinstruments, provide such additional materials and information in their possession or under their control and take such other additional actions as Purchaser the other party may reasonably deem necessary or desirable request in order to more effectively to transfercomplete the transactions contemplated hereby, convey and assign to Purchaserincluding, and to confirm Purchaser's title but not limited to, all of to vest title to the Assets (includingother than the Excluded Assets); provided, without limitationhowever, the delivery that no party shall be required to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser expend any amount in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementconnection therewith. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax ReturnsReturns properly, other or submit documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser Parent and the Buyer be furnished with additional information, documents or records relating to the Business Company not referred to in paragraph (ba) above, and if such information, documents or records are in the possession or control of the other partyMembers or the Company, such other party the Members and the Company shall use its their commercially reasonable reasonably efforts to furnish or make available such information, documents or records (or copies thereof) as reasonably requested by the Parent or Buyer, at the recipient's request, Parent’s or Buyer’s cost and expense. (dc) Notwithstanding anything The Seller Group shall cooperate with all commercially reasonable requests of the Parent in connection with obtaining the financing necessary for the consummation of the Transactions, including, but not limited to, meeting with the Parent’s lenders and other financing sources and providing them with information relating to the contrary contained Business, subject to appropriate confidentiality restrictions applicable to the Parent’s lenders and other financing sources. Costs incurred by the Seller Group in this Section, if connection with such financing shall be reimbursed to the Company and Purchaser are in an adversarial relationship in litigation or arbitration, by the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoveryParent.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of saledocuments and instruments, transfer, conveyance, assignment including deeds and confirmationtitle documentation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put sell, assign, transfer, convey and deliver to Purchaser full unrestricted and unencumbered record and beneficial right, title and ownership in actual possession and operating control of the Business to (i) Galloway and the Assets Subsidiaries and to assist Purchaser in exercising all rights with respect thereto(ii) the Landmark Assets, and otherwise to cause the Company or as oxxxxxxxx may be necessary to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each Party will afford the other partyParty, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Companies in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party Party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, or (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Seller agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing to surrender such books, records and other data to the other party Purchaser and such other party Purchaser shall not agree in writing to take possession thereof during the ten (10) day Business Day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a Party be furnished with additional information, documents or records relating to the Business or Condition of the Companies not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other partyParty, such other party shall Party agrees to use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 11.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser such other documents and instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable be requested by Purchaser in order more effectively to effectuate this transaction and to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this AgreementAssets. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding, or (v) the ownership and use of the Assets. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day Business Day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by such party in accordance with this paragraph shall be held confidential by such party in accordance with Section 11.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's ’s request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the ESCO Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Transaction Agreements. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel party and its accountants, Representatives during normal business hours, reasonable access to the books, records and other data relating to the ESCO Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, Agreement or any Transaction Agreement or (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six three (63) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. “Representatives” means the respective party’s officers, employees, attorneys, accountants, financial advisors, consultants and other representatives. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem be necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business Sellers in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, or (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with 45 any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business of Sellers not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable efforts Best Efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained in accordance with this paragraph shall be held confidential. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's ’s request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Operative Agreements. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of Agreement or any Governmental Operative Agreement or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six three (63) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) On or before August 17, 2009, Purchaser will determine which of Seller’s Employees that it does not wish to retain (collectively, “Designated Employees”). Seller shall have no obligation to retain any Designated Employees, beyond August 17, 2009, or such earlier date as a Designated Employee may be identified by Purchaser. With respect to Employees of Seller who are not Designated Employees (collectively, “Post-Closing Seller Employees”), Seller will continue to provide employment, salary and benefits for each Post-Closing Seller Employee, until September 9, 2009, or such earlier date as Purchaser may hire such Post-Closing Seller Employee. If a Post-Closing Seller Employee shall be hired by Purchaser, thereafter Purchaser shall be responsible for all employment, salary and benefits to such Post-Closing Seller Employee. For clarification, Seller shall have no obligation to retain any of its Employees beyond September 9, 2009. (d) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. Any information obtained by such party in accordance with this paragraph shall be held confidential by such party in accordance with the Confidentiality Agreement. (de) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and paragraph (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company Parties shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, each Party will cooperate in good faith with the Company other Party and Purchaser will afford the other partyParty, its counsel and its accountants, during normal business hours, reasonable access to the books, records Books and other data relating to the Business Records in its or the Company’s possession with respect to periods prior to (whether created before, on or after the Closing Date) and the right to make copies and extracts therefrom, to the extent that such cooperation or access may be reasonably required by the requesting party Party in connection with (i) the preparation of Tax ReturnsReturns or any audit, examination or contest relating to Taxes, (ii) the integration of the accounting books and records, (iii) the determination or enforcement of rights and obligations of either Party under this Agreement, (iiiiv) compliance with the requirements of any Governmental or Regulatory Authority including without limitation in connection with the Commissiontransactions contemplated by this Agreement, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order to properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a Party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other partyParty or a member of the other Party’s Affiliated Group, such other party shall Party agrees to use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall will be subject to applicable rules relating to discovery. Any information obtained in accordance with this Section shall be held confidential in accordance with Section 11.05.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from From time to time after the Closing, at Purchaser's request as and when requested by any Party without further additional consideration, each of the Company shall Parties hereto will (or, if appropriate, cause their Affiliates to) execute and deliver to Purchaser such other further documents and instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem be necessary to make effective the transactions contemplated by this Agreement subject to Section 5.3 (Reasonable Efforts). If any Party to this Agreement following the Closing shall have in its possession any asset, property or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating right that under this Agreement should have been delivered to the Assets as Purchaser other, such Party shall request)promptly deliver such asset, and, property or right to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementother Party. (b) Following For five years following the Closing, the Company and Purchaser upon reasonable written notice, each Party will afford the other party, its counsel Party and its accountants, Representatives (x) in response to the request or at the direction of a Governmental Authority or (y) as required for the preparation and reporting of financial statements or regulatory filings (i) such access during normal business hours, reasonable access hours as the other Party may reasonably request to the books, records and other data and information relating to the Business Company and its Subsidiaries, including in the case of Seller, providing and instructing its possession with respect external legal counsel to periods prior to the Closing provide Excluded Books and Records and (ii) the right to make copies and extracts therefrom, therefrom at the cost of the Party requesting such copies and extracts. Anything to the extent that such access may be reasonably required by the requesting party contrary in connection with Section 5.8(a) or (b) notwithstanding, (i) access rights pursuant to Section 5.8(a) or (b) shall be exercised in such manner as not to interfere unreasonably with the preparation conduct of Tax Returns, the Business or any other business of the Party granting such access and (ii) the determination Party granting access may withhold any document (or enforcement portions thereof) or information (A) that is subject to the terms of rights and obligations under this Agreementa non-disclosure agreement with a third party, (iiiB) compliance with that may constitute privileged attorney-client communications or attorney work product and the requirements transfer of any Governmental which, or Regulatory Authority including without limitation the Commissionprovision of access to which, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Furtheras reasonably determined by such party’s counsel, the Company and Purchaser agree for constitutes a period extending six (6) years after the Closing Date not to destroy or otherwise dispose waiver of any such booksprivilege or (C) if the provision of access to such document (or portion thereof) or information, records as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws. Purchaser and other data unless such party Seller shall first offer in writing to surrender such books, records and other data to reimburse the other party Party for reasonable out-of-pocket costs and expenses incurred in assisting the other Party or their respective Affiliates pursuant to this Section 5.8, Purchaser or Seller shall be permitted to request approval by the paying Party for any such other party shall not agree out-of-pocket costs and expenses in writing to take possession thereof during the ten (10) day period after advance of incurring such offer is madecost and expenses. (c) IfFrom and after the Closing, Seller shall, and shall cause its Affiliates and Representatives to maintain the confidence of any and all information, whether written or oral, concerning Purchaser, the Company or its business that was obtained by virtue of ownership of the Company, the completion of the transactions contemplated by this Agreement or otherwise obtained, except to the extent that Seller can show that such information (a) is generally available to and known by the public through no fault of Seller, any of its Affiliates or their respective Representatives; (b) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (c) to the extent that the Seller is required to disclose such information by judicial or administrative process or pursuant to applicable Law. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Purchaser in order properly to prepare writing and shall disclose only that portion of such information which Seller is advised by its Tax Returns, other documents or reports counsel in writing is legally required to be filed with Governmental disclosed; provided that Seller shall, at the direction and expense of Purchaser, use reasonable best efforts to obtain an appropriate protective order or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary other reasonable assurance that the Company or Purchaser confidential treatment will be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and accorded such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to From and after the contrary contained in this SectionClosing, if Purchaser shall, and shall cause the Company and Purchaser are in an adversarial relationship in litigation or arbitrationits Subsidiaries and the Affiliates and Representatives of the Purchaser, to maintain the furnishing confidence of any and all information, documents whether written or records in accordance with paragraphs oral, concerning Seller and any past Affiliate of Seller (other than information relating to the Company and its Subsidiaries) obtained by virtue of Purchaser’s ownership of the Company and its Subsidiaries from and after the Closing except to the extent that Purchaser can show that such information (a) is generally available to and known by the public through no fault of Purchaser, any of its Affiliates or their respective Representatives; (b) is lawfully acquired by Purchaser, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (c) to the extent that the Purchaser is required to disclose such information by judicial or administrative process or pursuant to applicable Law. If Purchaser or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Purchaser shall promptly notify Seller in writing and shall disclose only that portion of such information which Purchaser is advised by its counsel in writing is legally required to be disclosed; provided that Purchaser shall, at the direction and expense of Seller, use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. (e) Neither Purchaser nor Seller shall be required by this Section shall be subject 5.8 take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations or (ii) provide the other Party with access to applicable rules relating any books or records (including personnel files) pursuant to discovery.this Section 5.8 where such access would violate any Law,

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business business or condition (financial or otherwise) of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of the Closing Tax ReturnsReturns or any tax returns of any of the Sellers, (ii) the determination or and enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and be indemnified or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its the Closing Tax ReturnsReturns or any tax returns of any of the Sellers, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business business or condition (financial or otherwise) of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Sellers in accordance with this paragraph shall be held confidential by Sellers in accordance with their obligations under the Noncompetition Agreements. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem be necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this AgreementAgreement and the Ancillary Agreements to which it is a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, and will make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions, operations or activities, including treatment, storage, transportation, disposal, recycling and handling of Hazardous Material or remedial action under Environmental Requirements, relating to the Company with respect to periods prior to the Closing Date, to the extent that such access and cooperation may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, or (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable efforts Best Efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 12.5. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Shares and, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Assets Sellers' business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (di) The shareholders of Eagle shall provide audited financial statements required for Purchaser's filing of the Form 8-K with the SEC in the required time period. Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitrationsame, the furnishing shareholders of information, documents or records in accordance with paragraphs (b) and (c) Eagle shall use its best efforts to provide such audited financial statements within 3 days of this Section shall be subject to applicable rules relating to discoverythe date of the closing herein.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at PurchaserServatron's request and without further consideration, the Company ITRON shall execute and deliver to Purchaser Servatron such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser Servatron may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to PurchaserServatron, and to confirm PurchaserServatron's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put Purchaser Servatron in actual possession and operating control of the Business and Assets (the Assets "Assignment Instruments") and to assist Purchaser Servatron in exercising all rights with respect thereto, and otherwise to cause the Company ITRON to fulfill its obligations under this AgreementAgreement and the Operative Agreements. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement or any Operative Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business Assets not referred to in paragraph (bc) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by either party in accordance with this paragraph shall be held confidential by such party in accordance with Section 13.5. (d) Notwithstanding anything to the contrary contained in this SectionSection 1.5, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and or (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Selling Stockholders shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the its Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Selling Stockholders to fulfill its their obligations under this Agreement. (b) Following the Closing, the Company and Purchaser Selling Stockholders will afford the other partyPurchaser, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its their possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party Purchaser in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by the Selling Stockholders in accordance with this paragraph shall be held confidential by the Selling Stockholders in accordance with Section 11.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the ClosingClosing through the date the Bankruptcy Cases are closed, at the Purchaser's request and without further consideration’s request, the Company Seller shall execute and deliver to the Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmationand/or assignment, provide such materials and information information, and take such other actions as the Purchaser may reasonably deem necessary or desirable in order more to effectively to transfer, convey convey, and assign to the Purchaser, and to confirm the Purchaser's ’s title to, all of the Purchased Assets (includingfree and clear of all claims, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets liens and encumbrances except as Purchaser shall request), and, to the full extent expressly permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementherein. (b) Following the Closing, the Company and Purchaser each Party will afford the other partyParty, its counsel and its accountants, during normal business hours, reasonable access to the books, records records, and other data relating to the Business Purchased Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party Party in connection with with: (i) the preparation of Tax Returns, ; (ii) the determination or enforcement of rights and obligations under this Agreement, ; (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, Authority; (iv) the determination or enforcement of the rights and obligations of any party Party to this Agreement and Agreement; (v) in connection with any actual or threatened Action or Proceeding; or (vi) the administration and/or winding up of the Estates and the Bankruptcy Cases. Further, absent an order of the Company and Purchaser agree Court after notice to the other Party, each Party agrees for a period extending six one (61) years year after the Closing Date not to intentionally destroy or otherwise dispose of any such books, records and records, and/or other data unless such party Party shall first offer in writing to surrender such books, records and records, and/or other data to the other party Party and such other party Party shall not agree decline in writing to take possession thereof during the ten (10) business day period after such offer is made. (c) If, in order properly to prepare its Tax ReturnsReturns (or, in the case of the Seller, also to administer the Estates), other documents or reports required to be filed with Governmental or Regulatory Authorities Authorities, or its financial statements statements, or in order to fulfill its obligations hereunderunder this Agreement, it is necessary that the Company or Purchaser a Party be furnished with additional information, documents or documents, and/or records relating to the Business Purchased Assets not referred to in paragraph (b) above, and such information, documents or documents, and/or records are in the possession or control of the other partyParty, such other party Party shall use its commercially reasonable efforts to furnish or make available such information, documents or documents, and/or records (or copies thereof) at the recipient's request, requesting Party’s cost and expense. Any information obtained by such requesting Party in accordance with this paragraph shall be held confidential by such requesting Party. (d) Notwithstanding anything to the contrary contained in this SectionArticle, if the Company and Purchaser Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents documents, or records in accordance with paragraphs (b) and paragraph (c) of this Section Article shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from From time to time after the Closing, at Purchaser's request and without further additional consideration, each of the Company shall parties hereto will (or, if appropriate, cause their Affiliates to) execute and deliver to Purchaser such other further instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions action as Purchaser may reasonably deem be necessary to make effective the transactions contemplated by this Agreement and the Transaction Documents. If any party to this Agreement shall, following the Closing, have in its possession any asset or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating right that under this Agreement should have been delivered to the Assets as Purchaser other, such party shall request), and, promptly deliver such asset or right to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementother. (b) Seller, on behalf of itself and its Affiliates, hereby constitutes and appoints, effective as of the Closing Date, Purchaser and its successors and assigns as the true and lawful attorney of Seller or its Affiliates, as applicable, with full power of substitution in the name of Purchaser, or in the name of Seller or its Affiliates, as applicable, but for the benefit of Purchaser, (i) to collect for the account of Purchaser any items of Assets and (ii) to institute and prosecute all proceedings that Purchaser may in its sole discretion deem proper to assert or enforce any right, title or interest in, to or under the Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Assets. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. (c) Following the Closing, the Company and Purchaser Seller will afford the other party, its counsel and its accountants, during normal business hours, reasonable Purchaser’s Representatives (i) such access as Purchaser may reasonably request to the all books, records and other data and information, including any information from employees of Seller and its Affiliates, relating to the Business in its possession with respect to periods prior to Business, the Closing Assets and the Assumed Liabilities and (ii) the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (63) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party party, and such other party shall not agree in writing to take possession thereof during the ten (10) ten-day period after such offer is made. (c) If. Purchaser will use, and cause each of its Representatives to use, all commercially reasonable steps necessary to protect, preserve and maintain the confidentiality of all books, records and other data and information obtained pursuant to this Section 6.10(c). The foregoing does not restrict the right of Purchaser or its Representatives to disclose such information to the extent that such disclosure is, in order properly to prepare its Tax Returnsthe opinion of Purchaser’s counsel, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expenseby law. (d) Notwithstanding anything Following the Closing, Purchaser may receive and open all mail addressed to Seller or any of its Affiliates and deal with the contents thereof in its discretion to the contrary contained in this Section, if extent that such mail and the Company and Purchaser are in an adversarial relationship in litigation or arbitration, contents thereof relate to the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoveryBusiness.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Shares and, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Assets Sellers’ business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its their obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (di) The shareholders of Moneyworx shall provide audited financial statements required for Purchaser’s filing of the Form 8-K with the SEC in the required time period. Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitrationsame, the furnishing shareholders of information, documents or records in accordance with paragraphs (b) and (c) Moneyworx shall use its best efforts to provide such audited financial statements within 3 days of this Section shall be subject to applicable rules relating to discoverythe date of the closing herein.

Further Assurances; Post-Closing Cooperation. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company Parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Applicable Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each Party will afford the other party, its counsel Parties and its accountantstheir Representatives, during normal business hours, reasonable access to the books, records and other data relating to the Business business or financial or operating condition of the Company and the Company Subsidiaries in its possession with respect to periods prior to the Closing Date and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party Party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental Authority or Regulatory Authority including without limitation the Commission, (ivii) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or ProceedingAction. Further, the Company and Purchaser agree each Party agrees for a period extending six of seven (67) years after the Closing Date Date, or such longer period as such books and records remain relevant to open Tax years, not to destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing by notice to the other to surrender such books, records and other data to the other party Party and such other party Party shall not agree in writing to take possession thereof thereof, at its cost and expense, during the ten (10) day period after such offer is made. (c) If, in order to properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser any ECP Member be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) abovebusiness or financial or operating condition of the Company and the Company Subsidiaries, and such information, documents or records are in the possession or control of the other partyParent, such other party shall Parent agrees to use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's such ECP Member’s request, cost and expense. (d) Notwithstanding anything to the contrary contained in this SectionSection 7.07, if the Company and Purchaser Parties are in an adversarial relationship in litigation or arbitrationany Action, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section 7.07 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, Shares and otherwise to cause the Company Seller to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (d) Notwithstanding anything It is anticipated that Purchaser will offer to purchase the contrary contained remaining shares of Xxxxx Gold Inc. and South Copperstone Inc. for Series A Preferred Shares and Series B Preferred Shares at the same price per share that is being paid pursuant to Section 1.02 in order to acquire a 100% ownership interest in both companies. Seller will use its best efforts to assist in obtaining the agreement of the other shareholders in these companies although it cannot guaranty their acceptance of such an offer. (e) It is anticipated that Western’s corporate parent will distribute the Preferred Shares to its shareholders, and will initiate all necessary corporate action with FINRA and the DTCC to set a “record date” and “pay date” upon the execution and delivery of this SectionAgreement. Purchaser will cooperate in good faith in the efforts of Western’s corporate parent to complete this distribution. Assuming that Western’s corporate parent has 74,813,049,643 shares of common stock issued and outstanding, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing this would be a distribution of information, documents or records in accordance with paragraphs 0.00016168455 shares (b) and (crounded up) of this Section shall be subject to applicable rules relating to discovery.Purchaser’s Series A Preferred Stock per 1 (One) share of common stock of Western’s corporate parent, and 0.0003921002 shares (rounded up) of Purchaser’s Series B Preferred Stock per 1 (One) share of common stock of Western’s corporate parent, or a total value of US$0.003449 per share of the common stock of Western’s corporate parent. ARTICLE II

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Stockholders shall execute and deliver to Purchaser Parent such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser Parent may reasonably deem necessary or desirable in order more effectively request to transfer, convey carry out the terms of this Agreement and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Operative Agreements and, to the full extent permitted by Law, to put Purchaser Parent in actual possession and operating control of the Business Company and its Assets and Properties and Books and Records. At any time or from time to time after the Closing, Parent shall execute and deliver to Stockholders such other documents and instruments, provide such materials and information and take such other actions as Stockholders may reasonably request to carry out the terms of this Agreement and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this AgreementOperative Agreements. (b) Following the Closing, the Company and Purchaser each party will afford the each other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the each other party and such each other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement . (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnsreturns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnsreturns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 13.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request request, WL and without further considerationPD, as the Company case may be, shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem shall be necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)being sold by such party hereunder, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause WL or PD, as the Company case may be, to fulfill its respective obligations under this AgreementAgreement and the Operative Agreements. (b) Following the Closing, the Company and Purchaser each party will afford the each other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnsreturns, (ii) the determination or enforcement of rights and obligations under this AgreementAgreement or the Operative Agreements, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or any Indemnifying Party, (v) in connection with any actual or threatened Action or ProceedingProceeding or (vi) the operation by Purchaser of the Business, but only with respect to Books and Records in Sellers' possession, which were necessary for Sellers to operate the Business prior to the Closing Date, were so used by Sellers and after the Closing Date remain necessary for Purchaser to operate the Business. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnsreturns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the any other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by such party in accordance with this paragraph shall be held confidential by such party in accordance with Section 14.06. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoverydiscovery if such information, documents or records relate, directly or indirectly, to the subject matter of such litigation or arbitration, or could in any manner assist or be beneficial to the requesting party in such litigation or arbitration.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser Parent and Merger Sub such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser Parent or Merger Sub may reasonably deem necessary or desirable in order more effectively request to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all carry out the terms of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), this Agreement and, to the full extent permitted by Law, to put Purchaser Parent in actual possession and operating control of the Business Company and the its Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company to fulfill its respective obligations under this AgreementAgreement and the Operative Agreements to which either or both is a party. (b) Following the Closing, the Company and Purchaser each party will afford the each other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the each other party and such each other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's ’s request and without further considerationexpense, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Sale Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Sale Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. . (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or any of the Operative Agreements, (v) in connection with any actual or threatened Action or ProceedingProceeding or (vi) in connection with the winding up of Sellers’ businesses and the Bankruptcy Cases. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. Any information obtained by such party in accordance with this paragraph shall be held confidential by such party in accordance with Section 12.06. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and paragraph (c) of this Section shall be subject to applicable rules relating to discovery.. ARTICLE II

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this AgreementAgreement and applicable Laws, at any time or from time to time after the Closing, at Purchaser's either Party’s request and without further consideration, the Company other Party shall (or shall cause its Affiliates or representatives to) execute and deliver (or cause its Affiliates to Purchaser execute and deliver) to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser such Party may reasonably deem necessary or desirable in order more effectively (i) to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Purchased Assets and to assume the Assumed Liabilities, (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, ii) to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Purchased Assets and effectuate the assumption by Purchaser of the Assumed Liabilities, (iii) to assist effectuate the assumption by Purchaser of the Purchased Contracts in exercising all rights accordance with respect thereto, this Agreement and (iv) otherwise to cause consummate the Company to fulfill its obligations under transactions contemplated by this Agreement. (b) Following the Closing, the Company and Purchaser will afford the other partySeller, its counsel and its accountants, during normal business hours, reasonable access to the books, records Books and other data relating to the Business in its possession Records with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party Party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental Authority or Regulatory Authority including without limitation (ii) any Excluded Liabilities. Any information obtained by Seller in accordance with this Section 2.6(b) shall be held confidential by such Party in accordance with Section 5.3 of this Agreement. Following Closing, Purchaser will cooperate with and provide assistance to Seller, to the Commissionextent reasonably requested by Seller, (iv) with respect to lessor under the determination or enforcement of the rights and obligations of any party to this Agreement and (v) Ground Lease in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Pre-Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is madeEnvironmental Liability. (c) IfNo later than the Closing Date, Seller shall deliver any Books and Records that are not located at the Facility to Purchaser at the Facility or another location as designated by Purchaser in order properly to prepare its Tax Returnsor near Deerfield, other documents Illinois; provided, however, that Seller may retain written or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control electronic copies of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost Books and expenseRecords. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after both the ClosingClosing Date and the Effective Date, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. To the extent that an asset of the Company (which is not an Excluded Assets) is not properly titled, registered or otherwise listed under the name of the Company, Seller shall (or Seller shall cause its Affiliates to) take all commercially reasonable steps to assign, transfer, entitle or otherwise provide the Company with all anticipated rights, benefits and privileges flowing therefrom. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, or (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Effective Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 11.05. (d) Notwithstanding anything In the event and for so long as any party hereto is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitrationBusiness, the furnishing of informationother parties will cooperate with the contesting or defending party and its counsel in the contest or defense, documents or reasonably make available its personnel, and provide such testimony and access to its books and records in accordance with paragraphs (b) and (c) of this Section as shall be subject necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to applicable rules relating to discoveryindemnification therefor under Section 8 above).

Further Assurances; Post-Closing Cooperation. (a) Subject The Seller or its designee shall obtain each consent, waiver or other permission from each Governmental Authority, and from any Person that is a party to any Contract applicable to the terms Acquired Assets or the Business as conducted by the Seller, in each case to the extent such consent, waiver or other permission may be required in order for the Seller’s transfer and conditions delivery of this Agreementthe Acquired Assets to the Buyer and the Seller’s performance of the transactions contemplated hereby without violation of any Law and without breaching (or giving rise to a right of any party to terminate) any Contract. (b) The Buyer shall obtain each consent, at waiver or other permission from each Governmental Authority, and from any Person that is a party to any Contract applicable to the Buyer, in each case to the extent such consent, waiver or other permission may be required In order for the Buyer’s purchase and acceptance of the Acquired Assets from the Seller and the Buyer’s performance of the transactions contemplated hereby without violation of any Law and without breaching (or giving rise to a right of any party to terminate) any Contract. (c) At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver or cause to Purchaser be executed and delivered to the Buyer such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser the Buyer may reasonably deem necessary or desirable request in order to more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Acquired Assets as Purchaser shall request), in the Buyer and, to the full extent permitted by Law, to put Purchaser the Buyer in actual ownership, possession and operating control of the Business and the Assets and to assist Purchaser Acquired Assets, including, but not limited to, providing such executed instruments of transfer in exercising all rights with respect theretorecordable form, and otherwise to cause the Company Seller to fulfill its obligations under this Agreementagreement. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's ’s request and without further consideration, the Company Seller and Stockholder shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's ’s title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets (as contemplated herein and to assist Purchaser in exercising all rights the extent consistent with respect thereto, this Agreement and otherwise to cause the Company to fulfill its obligations under this AgreementOperative Agreements). (b) Following the Closing, any amounts received by or delivered to Seller on account of an Asset shall be remitted to Purchaser and any amounts received by or delivered to Purchaser on account of an Excluded Asset shall be remitted to Seller. (c) Following the Company Closing, Purchaser and Purchaser Seller will afford the other party, its counsel and its accountants, during normal business hourshours and upon reasonable advance notice, reasonable access to the books, books and records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expenseAuthority. (d) Any information obtained by Seller in accordance with this Section 1.05 shall be held confidential by Seller in accordance with and subject to Section 12.06. Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating <page>control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) . Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) . If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) . Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, or (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 11.05. (d) Notwithstanding anything In the event and for so long as any party hereto is actively contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitrationBusiness, the furnishing of informationother parties will cooperate with the contesting or defending party and its counsel in the contest or defense, documents or records in accordance with paragraphs reasonably make available its personnel (b) including in-house and (c) of this Section outside counsel, provided there shall be subject no waiver of any attorney-client work product or other privileges), and provide such testimony and access to applicable rules relating its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to discoveryindemnification therefor under Article VIII above).

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchasereither party's reasonable request (the "Requesting Party") and without further consideration, the Company other party shall execute and and/or deliver to Purchaser the Requesting Party such other instruments of saleinstruments, transfer, conveyance, assignment and confirmation, provide such materials and information information, and take such other actions as Purchaser the Requesting Party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of consummate the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect theretotransactions contemplated hereby, and otherwise to cause the Company other parties to fulfill its their obligations under this Agreement.Agreement and the Transaction Documents. Without limiting the generality of the foregoing, the parties hereby agree as follows: (b) i. Following the ClosingClosing and upon ten (10) Business Days prior written notice, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business Companies or their Businesses in its possession solely with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party Requesting Party in connection with (iA) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iiiB) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (ivC) the determination or enforcement of the rights and obligations of any party to under any of the provisions of this Agreement and Agreement, or (vD) in connection with any actual or threatened Action action or Proceedingproceeding. FurtherFurther each party agrees, the Company and Purchaser agree for a period extending six (6) years after the Closing Date or such shorter period as required by applicable law, not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day Business Day period after such offer is made. (c) ii. If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial h statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business Companies or their Businesses not referred to in paragraph subparagraph (bi) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipientRequesting Party's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time -------------------------------------------- or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Subsidiaries and their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Sellers to fulfill its their obligations under this AgreementAgreement and the Operative Agreements to which they are parties. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day 10)-day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by the Sellers in accordance with this paragraph shall be held confidential by the Sellers in accordance with Section 8.05. (d) Notwithstanding anything to the contrary contained in this SectionSection 8.06, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section 8.06 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request each of the parties hereto shall execute and without further considerationdeliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the Company extent permitted by Law, to fulfill its obligations under this Agreement. Seller and Parent shall use best efforts from time to time after the Closing to execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the its Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Seller and Parent to fulfill its obligations under this Agreement and the Escrow Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hourshours and upon reasonable notice, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (ivii) the determination or enforcement of the rights and obligations of any party to this Agreement and or the Escrow Agreement (viii) in connection with any actual or threatened Action or ProceedingProceeding (iv) the preparation of Tax Returns and (v) the Members Voluntary Liquidation. Further, the Company and Purchaser agree each party agrees for a period extending for the earlier of (x) six (6) years after the Closing Date and (y) the final liquidation of Seller not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) during normal business hours and upon reasonable notice at the recipient's ’s request, cost and expense. Any information obtained by Seller or Parent in accordance with this paragraph shall be held confidential by Seller and Parent in accordance with Section 13.05. (d) Notwithstanding anything to the contrary contained in this SectionSection 1.05, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section 1.05 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Operative Agreements. (b) At any time or from time to time after the Closing, at Seller's request and without further consideration, Purchaser shall execute and deliver to Seller such other instruments of assumption, provide such materials and information and take such other actions as Seller may reasonably deem necessary or desirable in order more effectively to have Purchaser assume, agree to pay, perform and discharge when due all of the Assumed Liabilities, and otherwise to cause Purchaser to fulfill its obligations under this Agreement and the Operative Agreements. (c) Following the Closing, the Company Purchaser and Purchaser Seller will each afford the other partyother, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with with: (i) the preparation of Tax Returns, ; (ii) the determination or enforcement of rights and obligations under this Agreement, ; (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, Authority; (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnifying Party or Indemnified Party; or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company Purchaser and Purchaser Seller each agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten thirty (1030) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions For a period of this Agreement, at any time or from time to time five (5) years after the Closing, at Purchaser's request Sellers and without further consideration, the Company Purchaser shall execute and deliver to Purchaser or Sellers, as the case may be, such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser or Sellers may reasonably deem necessary or desirable in order request (i) more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Gxxxxx Shares in Purchaser shall request), and, to or (ii) for the full extent permitted by Law, to put Purchaser in actual possession and operating control purpose of carrying out the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under intent of this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six years (6or such longer period as such records may be required to be maintained by law or by Contract) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. Any information obtained by Sellers in accordance with this paragraph shall be held confidential by Sellers in accordance with Section 12.05. (d) Notwithstanding anything to the contrary contained in paragraphs (b) and (c) of this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) . Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such <page>books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) . If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) . Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Shares and, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Assets Sellers' business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) Subsequent to the Closing, Purchaser shall change its name to "West Africa Gold Inc.". (d) At the Closing, Tauton Vale Limited, Romney Marsh Investments Limited, Gulf of Ancud Limited and Keyvale Investmexxx Ximited shall each transfer to Henri Hornby 2,500,000 restricted shares of Purchaser's Common Stock xx xxxxxxxxxtion of his agreement to provide consulting services to the Purchaser for a period of two (2) years subsequent to the Closing (e) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (df) Notwithstanding anything to At the contrary contained in this SectionClosing, if the Company and Purchaser are in an adversarial relationship in litigation or arbitrationHenri Hornby, the furnishing sole officer and principal shareholder of information, documents or records the Compaxx xxxx xxxxr into an agreement to assign all of the outstanding debt owed to him by the Purchaser (approximately $18,500) to Chris Cardinal and simultaneously the Purchaser will enter into an agxxxxxxx xxxx Xhris Cardinal to issue 100,000 shares of the Purchaser's restricted xxxxxx xxxxx xn full settlement of this outstanding obligation. Such shares shall be restricted for one year in accordance with paragraphs Rule 144 of the Securities Act of 1933. (bg) At the Closing Henri Hornby and Sheila Ledrew shall resign as Directors of Purchaserx xxx Xxxxxxd Marx Xxxxxx xxxxl be appointed to the Board of Directors of txx Xxxxxxxxx. Xx xxdition, at closing, Henri Hornby shall resign as President, Chief Executive Officer and Cxxxx Xxxxxxxal Officer of the Purchaser and Richard Mark Axtell shall be appointed as the new President, Chief Exxxxxxxx Xxxxxxx xxx Chief Financial Officer of the Purchaser. (ch) Prior to Closing, Henri Hornby owns a total of 814,181 shares of the Purchaser's common xxxxx xxxxx he has owned for over two years. Pursuant to Rule 144(k) of this Section the Securities Act of 1933 such shares can be "freed up" ninety days after Henri Hornby is not an affiliate of the Company. Henri Hornby shall exxxx xxxx x "Bleed Out" Agreement with the Companx xxx xxxx xhares so that shares can be subject sold by Mr. Hornby in the following manner: 100,000 shares ninety days after xxx Xxxxxxg date and 100,000 shares every ninety days. (i) The shareholders of Barnard Castle Limited, Valley Forge Site Limited and Steinbeck Limitxx xxxxl provide audited financial statements required xxx Xxxxhaser's filing of the Form 8-K with the SEC in the required time period. Notwithstanding same, the shareholders of Barnard Castle Limited, Valley Forge Site Limited and Steinbeck Limitxx xxxxl use its best efforts to applicable rules relating to discoveryprovide such audited xxxxxxxxx statements within 21 days of the date of the closing herein.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at the Purchaser's ’s request and without further consideration, the Company Sellers shall execute and deliver to the Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as the Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the Purchaser, and to confirm the Purchaser's ’s title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put the Purchaser in actual possession and operating control of the Business and the Assets and to assist the Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its obligations under this AgreementAgreement and the Ancillary Agreements. (b) Following Subject to Section 6.8(a), following the Closing, the Company and Purchaser each party hereto will afford the other partyparties, its their counsel and its their accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this AgreementAgreement or the Ancillary Agreements, (iiiii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iviii) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (viv) in connection with any actual or threatened Action or ProceedingAction. FurtherSubject to Section 6.8(a), the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to Date, no party hereto shall destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party parties hereto and such other party parties shall not agree in writing to take possession thereof during the ten (10) ten-day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) . Notwithstanding anything to the contrary contained in this SectionSection 6.11(b), if the Company and Purchaser parties hereto are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (bSection 6.11(b) and (c) of this Section shall be subject to applicable rules relating to discovery. (c) Following the Closing, (i) the Sellers shall promptly remit to the Purchaser any checks, cash, payments, mail or other communications relating to the Assets and the Assumed Liabilities that are received by the Sellers after the Closing, and (ii) the Purchaser shall promptly remit to the appropriate Seller any checks, cash, payments, mail or other communications relating to the Excluded Assets or Retained Liabilities that are received by the Purchaser after the Closing.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any -------------------------------------------- time or from time to time after the Closing, at Purchaser's request Cyprus and without further consideration, the Company Magadan shall execute and deliver to Purchaser Amax Gold such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser Amax Gold reasonably may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Magadan Common Stock in Amax Gold and, to the full extent permitted by Law, to put Purchaser Amax Gold in actual possession and operating control of the Business Magadan and the Omolon and their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Cyprus and Magadan to fulfill its their obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of Magadan and Omolon in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnsreturns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the monitoring of the progress toward Project Completion and compliance with the Development Plan as amended and in the form approved by the Project Lenders, (v) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (vvi) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnsreturns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of Magadan and Omolon not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts Commercially Reasonable Efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by any party hereto in accordance with this paragraph shall be held confidential by such party in accordance with Section 14.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section solely with respect to the subject matter of such litigation or arbitration shall be subject to applicable rules relating to discovery. (e) From time to time following the Closing Date, at Amax Gold's request, Cyprus shall, pursuant to the Services Agreement, provide certain transition services to Amax Gold, Magadan and Omolon, including without limitation loan administration services and treasury services. In addition, upon the request of Amax Gold and the agreement of Cyprus, Cyprus shall, pursuant to the Services Agreement, provide treasury, loan administration, construction management and start-up services for a mutually agreeable term. Amax Gold shall be obligated to reimburse Cyprus for the costs of such services in accordance with the Services Agreement. (f) From time to time following the date of this Agreement, Cyprus shall assist Amax Gold in soliciting and securing the employment services of certain Cyprus employees identified to Cyprus by Amax Gold prior to the date of this Agreement (and thereafter to the extent consented to by Cyprus, which consent shall not be withheld unreasonably).

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company parties shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser any other party may reasonably deem necessary or desirable in order request to more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all accomplish the consummation of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementtransactions contemplated hereunder. (b) Following the Closing, the Company and Purchaser each party will afford the each other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of Intrac in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or any of the Transaction Documents or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) 7 years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer offers in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) 20 day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of Intrac not referred to in paragraph SUBSECTION (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further considerationexpense, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Companies and the their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Sellers to fulfill its their obligations under this AgreementAgreement and the Operative Agreements to which they are their party. Without limiting the foregoing, the parties hereto agree that following the Closing that Sellers shall use their commercially reasonable efforts to assist Purchaser and the Companies in tendering claims under policies held by Sellers or their Affiliates covering the Companies and in recovering all amounts payable in respect of such claims pursuant to such policies. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Companies in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Companies not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records . Any information obtained by Sellers in accordance with paragraphs (b) and (c) of this Section paragraph shall be subject to applicable rules relating to discoveryheld confidential by Sellers in accordance with Section 14.05.

Further Assurances; Post-Closing Cooperation. (a) Subject Each of the parties agrees that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver such further instruments of conveyance and transfer and take such other action as may be necessary (x) to effect the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering as promptly as practicable after the date hereof in accordance with the terms hereof and conditions the other applicable Transaction Documents, and (y) to effect the orderly separation of this Agreementthe business and operations of the parties following the Closing. In furtherance of the foregoing, at any time and except for in circumstances in which indemnification or contribution is sought pursuant to Article VIII, from and after the Closing Date (A) the Mosaic Parties, on the one hand, and Cargill, on the other hand, shall provide all cooperation, assistance and information reasonably necessary or requested from time to time after by the Closingother party following the Closing and (B) the Mosaic Parties shall, at Purchaser's request upon reasonable notice and without further consideration, otherwise consistent with applicable Law and in accordance with the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmationprocedures established by Mosaic, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel Cargill and its accountants, during normal business hours, Representatives with the reasonable assistance of applicable personnel and reasonable access to the books, records records, properties and other data relating to the Business in similar information within its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that or control insofar as such access may be reasonably information is required by Cargill for, without limitation, any audit, financial reporting, accounting, claims, litigation or tax purposes as well as for the requesting party in connection with (i) the preparation purposes of Tax Returns, (ii) the determination or enforcement of rights fulfilling Cargill’s disclosure and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement reporting obligations. Each of the rights and obligations of parties shall keep all information provided by any other party pursuant to this Agreement and (vSection 7.9(a) confidential in connection accordance with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is madeSection 7.5. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary set forth in Section 7.9(a), (i) the covenants contained in Section 7.9(a) shall not be in lieu of or otherwise limit (x) the indemnification obligations of the parties pursuant to Article VIII hereof or (y) the right of Cargill or Mosaic to terminate this Section, if Agreement pursuant to the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) terms hereof and (cii) of this Cargill’s obligations pursuant to Section 7.9(a) shall be subject to, and without prejudice to applicable rules relating the right of Cargill to discoverydelay the Closing Date pursuant to the terms hereof.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Subsidiaries and their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Transaction Documents to which it is a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or any of the Transaction Documents or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six one (61) years year after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 14.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Shares and, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Assets Sellers' business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (di) The shareholders of Ambassador shall provide audited financial statements required for Purchaser's filing of the Form 8-K with the SEC in the required time period. Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitrationsame, the furnishing shareholders of information, documents or records in accordance with paragraphs (b) and (c) Ambassador shall use its best efforts to provide such audited financial statements within 3 days of this Section shall be subject to applicable rules relating to discoverythe date of the closing herein.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request the Seller Group, on the one hand, and without further considerationthe Parent and the Buyer, on the Company other hand, shall each execute and deliver or cause to Purchaser be executed and delivered to the other party such other instruments of sale, transfer, conveyance, assignment additional documents and confirmationinstruments, provide such additional materials and information in their possession or under their control and take such other additional actions as Purchaser the other party may reasonably deem necessary or desirable request in order to more effectively to transfercomplete the transactions contemplated hereby, convey and assign to Purchaserincluding, and to confirm Purchaser's title but not limited to, all of to vest title to the Assets (includingother than the Excluded Assets); provided, without limitationhowever, the delivery that no party shall be required to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser expend any amount in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementconnection therewith. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax ReturnsReturns properly, other or submit documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser Parent and the Buyer be furnished with additional information, documents or records relating to the Business Company not referred to in paragraph (ba) above, and if such information, documents or records are in the possession or control of the other partyStockholders or the Company, such other party the Stockholders and the Company shall use its their commercially reasonable reasonably efforts to furnish or make available such information, documents or records (or copies thereof) as reasonably requested by the Parent or Buyer, at the recipient's request, Parent’s or Buyer’s cost and expense. (dc) Notwithstanding anything The Seller Group shall cooperate with all commercially reasonable requests of the Parent in connection with obtaining the financing necessary for the consummation of the Transactions, including, but not limited to, meeting with the Parent’s lenders and other financing sources and providing them with information relating to the contrary contained Business, subject to appropriate confidentiality restrictions applicable to the Parent’s lenders and other financing sources. Costs incurred by the Seller Group in this Section, if connection with such financing shall be reimbursed to the Company and Purchaser are in an adversarial relationship in litigation or arbitration, by the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoveryParent.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) . Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this <page>Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) . If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) . Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Subsidiaries and their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Sellers to fulfill its their obligations under this AgreementAgreement and the Operative Agreements to which they are a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records . Any information obtained by Sellers in accordance with paragraphs (b) and (c) of this Section paragraph shall be subject to applicable rules relating to discoveryheld confidential by Sellers in accordance with Section 14.05.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from From time to time after the Closing, at PurchaserBuyer's request and without further consideration, the Company Seller shall execute and deliver to Purchaser Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser Buyer may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to PurchaserBuyer, and to confirm PurchaserBuyer's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Property and, to the full extent permitted by Law, to put Purchaser Buyer in actual possession and operating control of the Business and the Assets Property and to assist Purchaser Buyer in exercising all rights with respect thereto, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and all other agreements of assignment, conveyance, or transfer contemplated herein. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its their counsel and its their accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing Time and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and or obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and or obligations of any party to this Agreement and or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Each party further agrees for a period extending six of seven (67) years after commencing on the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer offers in writing to surrender such books, records and other data to the other party and such other party shall does not agree in writing to take possession thereof during the within ten (10) day period days after such offer is made. (c) If, in order to properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party needs to be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) aboveSection 8.8(b), and such information, documents or records are in the possession or control of the other partyparty hereto, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this SectionSection 8.8, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to governed by applicable rules relating to discovery, rather than by Sections 8.8(b) and (c).

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from From time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall, and Parent shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its their obligations under this AgreementAgreement and the Operative Agreements. (b) Following the Closing, the Company and Purchaser each party will afford the other partyparties, its their counsel and its their accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and or obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and or obligations of any party to this Agreement and or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Each party further agrees for a period extending six (6) of five years after commencing on the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer offers in writing to surrender such books, records and other data to the other party parties and such other party shall parties do not agree in writing to take possession thereof during the within ten (10) day period days after such offer is made. (c) If, in order to properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party needs to be furnished with additional information, documents or records relating to the Business not referred to in paragraph PARAGRAPH (b) aboveof this Section, and such information, documents or records are in the possession or control of the other partyanother party hereto, such other party shall use make its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to governed by applicable rules relating to discovery, rather than by PARAGRAPHS (B) AND (C) of this Section. (e) Each of Sellers and Purchaser acknowledge that if any of the Sellers shall fail to take, or cause to be taken, any such action, fail to do, or cause to be done, any such thing, or fail to execute any such documents, instruments or conveyances within a reasonable time as reasonably requested by Purchaser, Purchaser may move the Bankruptcy Court for an order directing the provision of such items on an emergency basis upon not less than five Business Days' notice by telecopy or other electronic facsimile transmission received by Sellers. Sellers agree not to oppose the scheduling of a hearing relating to such a motion on the basis of shortened notice or method of notice, provided Sellers are permitted to appear at such hearing telephonically. Sellers and Purchaser further agree that the Bankruptcy Court shall retain jurisdiction to adjudicate any such motion of Purchaser.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such take commercially reasonable efforts to ensure that no books, records and other data unless such party shall relating to the Company or any Subsidiary that Purchaser could reasonably expect would be requested by Seller pursuant to the preceding sentence are destroyed or otherwise disposed of without first offer offering in writing to surrender such books, records and other data to the other party and such other party shall not agree Seller; provided that Seller agrees in writing to take possession thereof during the ten (10) 10 day period after such offer is mademade and to use such books, records and other data, and the information contained therein, solely for the purposes set forth in clauses (i)-(v) above; and, further provided, that Purchaser shall have no liability for any inadvertent destruction or other disposition of any such books, records or other data, or any destruction or other disposition by any employee of the Company of such books, records or other data, that occurs despite Purchaser's commercially reasonable efforts to ensure compliance with the provisions of this subsection (b). (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph clause (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by either party in accordance with this clause (c) shall be held confidential by it in accordance with Section 11.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitrationother formal proceeding, this Section shall not apply and the furnishing of any relevant information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject pursuant to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, Shares and otherwise to cause the Company Seller to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (d) Notwithstanding anything It is anticipated that Purchaser will offer to purchase the contrary contained remaining shares of Bouse Gold Inc. and South Copperstone Inc. for Series A Preferrxx Xhares and Series B Preferred Shares at the same price per share that is being paid pursuant to Section 1.02 in order to acquire a 100% ownership interest in both companies. Seller will use its best efforts to assist in obtaining the agreement of the other shareholders in these companies although it cannot guaranty their acceptance of such an offer. (e) It is anticipated that Western's corporate parent will distribute the Preferred Shares to its shareholders, and will initiate all necessary corporate action with FINRA and the DTCC to set a "record date" and "pay date" upon the execution and delivery of this SectionAgreement. Purchaser will cooperate in good faith in the efforts of Western's corporate parent to complete this distribution. Assuming that Western's corporate parent has 74,813,049,643 shares of common stock issued and outstanding, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing this would be a distribution of information, documents or records in accordance with paragraphs 0.00016168455 shares (b) and (crounded up) of this Section shall be subject to applicable rules relating to discoveryPurchaser's Series A Preferred Stock per 1 (One) share of common stock of Western's corporate parent, and 0.0003921002 shares (rounded up) of Purchaser's Series B Preferred Stock per 1 (One) share of common stock of Western's corporate parent, or a total value of US$0.003449 per share of the common stock of Western's corporate parent.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further considerationeach of the Parties hereto shall use its commercially reasonable efforts to execute, the Company shall execute acknowledge and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information information, and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following Subject in each case to applicable confidentiality obligations to third parties (so long as the applicable Party has used its commercially reasonable efforts to obtain the consents necessary to waive such confidentiality obligations), following the Closing, Seller and Purchaser shall, and Purchaser shall cause the Company and Purchaser will to, use commercially reasonable efforts to afford the other partyParty, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data data, documents or reports relating to the Business business or financial or operating condition of the Company in its their possession with respect to periods prior to the Closing Date and the right to make copies and extracts therefrom, in each case solely to the extent that such access may reasonably be reasonably required by the requesting party Party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, or (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (vii) in connection with any actual or threatened Action or Proceeding; provided, however, that Seller and its Affiliates (other than the Company) shall not be required to make available their income Tax Returns. Further, Seller and Purchaser shall not, and Purchaser shall cause the Company and Purchaser agree to not, for a period extending six seven (67) years after the Closing Date not Date, or such longer period as such books, records and other data remain relevant to open Tax years or to any pending investigation by a Governmental or Regulatory Authority or any pending litigation if such investigation or litigation relates in any material respect to matters occurring prior to the Closing, destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing by notice to the other to surrender such books, records and other data to the other party notifying Party, to be held subject to appropriate confidentiality restrictions as applicable, and such other party Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), Shares and, to the full extent permitted by Lawlaw, to put Purchaser in actual possession and operating control of the Business and the Assets Sellers' business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returnstax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental governmental or Regulatory Authority including without limitation the Commissionregulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Agreement, or (v) in connection with any actual or threatened Action action or Proceedingproceeding. Further, the Company and Purchaser agree Further each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returnstax returns, other documents or reports required to be filed with Governmental governmental or Regulatory Authorities regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. (di) The shareholders of Golden shall provide audited financial statements required for Purchaser's filing of the Form 8-K with the SEC in the required time period. Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitrationsame, the furnishing shareholders of information, documents or records in accordance with paragraphs (b) and (c) Golden shall use its best efforts to provide such audited financial statements within 3 days of this Section shall be subject to applicable rules relating to discoverythe date of the closing herein.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company each Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Sellers' Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Companies and the their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company such Seller to fulfill its his obligations under this AgreementAgreement and the Operative Agreements to which he is a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Companies in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnitee or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Companies not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by a Seller in accordance with this paragraph shall be held confidential by such Seller in accordance with Section 13.5. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section Section, relating to the subject matter in litigation or arbitration, shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this AgreementAgreement and the Operative Agreements to which it is a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of KAC and/or SLC in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of KAC and/or SLC not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall agrees to use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by Seller in accordance with this paragraph shall be held confidential by Seller in accordance with Section 13.05. (d) Notwithstanding anything to the contrary contained in this SectionSection 13.06, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section 13.06 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, each of the Company Parties hereto shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Applicable Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order to properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company Seller Parent or Purchaser Seller be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) abovebusiness or financial or operating condition of the Company and the Company Subsidiaries, and such information, documents or records are in the possession or control of the other partyBuyer, such other party shall Buyer agrees to use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at Seller Parent’s or Seller’s request. Buyer agrees for a period of seven (7) years after the recipient's requestClosing Date, or such longer period as the Books and Records and other data relating to the business or financial or operating condition of the Company and the Company Subsidiaries in Buyer’s possession with respect to periods prior to the Closing Date remain relevant to open Tax years, not to destroy or otherwise dispose of any such books, records and other data unless Buyer shall first offer by notice to Seller Parent and Seller to surrender such books, records and other data and Seller Parent and Seller shall not agree in writing to take possession thereof, at its cost and expense, during the ten (10) day period after such offer is made. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. The parties agree (a) Subject to the terms and conditions of this Agreementfurnish upon request to each other such further information, at any time or from time (b) to time after the Closing, at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser each other such other instruments of saledocuments, transfer, conveyance, assignment and confirmation, provide such materials and information and take (c) to do such other actions acts and things, all as Purchaser the other party may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all request for the purpose of carrying out the Assets (including, without limitation, the delivery to Purchaser intent of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business this Agreement and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this AgreementOperative Agreements. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period 7 15 extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by the Shareholders in accordance with this paragraph shall be held in strict confidence by the Shareholders and shall only be used for the intended purposes. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (aA) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, : (i) each of the Company Parties shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), andadvisable, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement; and (ii) upon the request of Purchaser, the Seller will, and will cause its Affiliates to, execute and deliver such other documents and instruments and take such other actions as may reasonably be necessary, proper or advisable, to evidence the conveyance by Seller or its Affiliates to Project Company of any and all rights, title, and interests that Seller or any of its Affiliates holds relating to the ownership or development of the Project, or to assist in Purchaser being fully constituted with such rights. In addition, Seller shall use all commercially reasonable efforts to assist Purchaser in obtaining abstracts and obtaining curative documents to address any title defects or deficiencies identified with respect to real property that is the subject of the Real Property Interests. (bB) At the Closing, the Seller agrees to deliver to Purchaser the originals of all Books and Records of Project Company. Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, each Party agrees to use commercially reasonable efforts to furnish or make available during normal business hourshours information, reasonable access to documents, or records (or copies thereof) at the booksrecipient’s request, records cost and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, expense to the extent that such access may be reasonably required by the requesting party Party in connection with with: (i) the preparation of Tax ReturnsReturns or any audit, examination or contest relating to Taxes; (ii) the integration of the accounting books and records; (iii) the determination or enforcement of rights and obligations under this Agreement, Agreement or any agreements constituting part of the Assets; (iiiiv) compliance with the requirements of any Governmental or Regulatory Authority including without limitation in connection with the Commission, (iv) the determination or enforcement of the rights and obligations of any party to transactions contemplated by this Agreement and Agreement; (v) in connection with any actual or threatened Action or Proceeding; and (vi) any combination of (i) through (v). Further, the Company and Purchaser agree each Party agrees for a period extending six seven (67) years after the later of the Closing Date or the date of creation of such books, records or other data, not to APRIL 2024 DRAFT -– BRRFP23-1 MIPA destroy or otherwise dispose of any such books, records and other data unless such party Party shall first offer in writing to surrender such books, records and other data to the other party Party and such other party Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Subsidiaries and their Assets and Properties and Books and Records to assist Purchaser in exercising all rights with respect theretothe extent held or controlled by Seller, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Operative Agreements to which it is a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iviii) the determination or enforcement or defense of the rights and obligations of any party to this Agreement and or any of the Operative Agreements or (viv) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession possession, or accept delivery thereof during the ten thirty (1030) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by such party in accordance with this paragraph shall be held confidential by such party in accordance with SECTION 13.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's the Buyer’s request and without further consideration, the Company Seller shall execute and deliver to Purchaser the Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser the Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaserthe Buyer, and to confirm Purchaser's the Buyer’s title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put Purchaser the Buyer in actual possession and operating control of the Business and the Assets and to assist Purchaser the Buyer in exercising all rights with respect thereto, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Ancillary Agreements. (b) Following Subject to Section 8.2(a), following the Closing, the Company and Purchaser each party hereto will afford the other partyparties, its their counsel and its their accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this AgreementAgreement or the Ancillary Agreements, (iiiii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iviii) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnified Party or (viv) in connection with any actual or threatened Action or ProceedingAction. FurtherSubject to Section 8.2(a), the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to Date, no party hereto shall destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party parties hereto and such other party parties shall not agree in writing to take possession thereof during the ten (10) ten-day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) . Notwithstanding anything to the contrary contained in this SectionSection 8.3(b), if the Company and Purchaser parties hereto are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (bSection 8.1(b) and (c) of this Section shall be subject to applicable rules relating to discovery. (c) Following the Closing, (i) the Seller shall promptly remit to the Buyer any checks, cash, payments, mail or other communications relating to the Assets and the Assumed Liabilities that are received by the Seller after the Closing, and (ii) the Buyer shall promptly remit to the Seller any checks, cash, payments, mail or other communications relating to the Excluded Assets or Retained Liabilities that are received by the Buyer after the Closing.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closingdate hereof, at Purchaser's request and without further consideration, each of the Company Parties shall (i) execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information information, and take such other actions as Purchaser may reasonably deem necessary be necessary, proper or desirable in order more effectively advisable, to transfervest, convey and assign to Purchaserperfect or confirm ownership (of record or otherwise) in, and to confirm Purchaser's title to, or under any or all of the Acquired Assets (including, without limitation, in Purchaser or otherwise to carry out this Agreement and to effect the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control consummation of the Business and the Assets and to assist Purchaser in exercising all rights with respect theretotransactions contemplated hereby, and otherwise to cause the Company to fulfill its obligations under this Agreement. (bii) Following the Closing, the Company and Purchaser will afford the other party, its counsel counsel, its accountants and its accountantsother advisors, during normal business hours, reasonable access to the books, records and other data data, documents or reports relating to the Business Neonatal Technology in its possession with respect (it being understood that the Purchaser shall only be required by this clause (ii) to periods prior provide access to books, records and other data, documents or reports included in the Closing Acquired Assets) and the right to make copies and extracts therefrom, to the extent that such access may reasonably be reasonably required by the requesting party in connection with (iA) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iiiB) compliance with the requirements of any Governmental Authority, or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (vC) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each Party agrees for a period extending six seven (67) years after the Closing Date date hereof, or such longer period as such books and records remain relevant to open tax years, not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing by notice to the other to surrender such books, records and other data to the other notifying party and such other party shall not agree in writing to take possession thereof during the ten thirty (1030) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this SectionSection 5.05, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitrationany Proceeding, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section 5.05 shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request the Seller Group, on the one hand, and without further considerationthe Parent and the Buyer, on the Company other hand, shall each execute and deliver or cause to Purchaser be executed and delivered to the other party such other instruments of sale, transfer, conveyance, assignment additional documents and confirmationinstruments, provide such additional materials and information in their possession or under their control and take such other additional actions as Purchaser the other party may reasonably deem necessary or desirable request in order to more effectively to transfercomplete the transactions contemplated hereby, convey and assign to Purchaserincluding, and to confirm Purchaser's title but not limited to, all of to vest title to the Assets (includingother than the Excluded Assets); provided, without limitationhowever, the delivery that no party shall be required to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser expend any amount in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementconnection therewith. (b) Following the Closing, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax ReturnsReturns properly, other or submit documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser Parent and the Buyer be furnished with additional information, documents or records relating to the Business Company not referred to in paragraph (ba) above, and if such information, documents or records are in the possession or control of the other partyPartners or the Company, such other party the Partners and the Company shall use its their commercially reasonable reasonably efforts to furnish or make available such information, documents or records (or copies thereof) as reasonably requested by the Parent or Buyer, at the recipient's request, Parent’s or Buyer’s cost and expense. (dc) Notwithstanding anything The Seller Group shall cooperate with all commercially reasonable requests of the Parent in connection with obtaining the financing necessary for the consummation of the Transactions, including, but not limited to, meeting with the Parent’s lenders and other financing sources and providing them with information relating to the contrary contained Business, subject to appropriate confidentiality restrictions applicable to the Parent’s lenders and other financing sources. Costs incurred by the Seller Group in this Section, if connection with such financing shall be reimbursed to the Company and Purchaser are in an adversarial relationship in litigation or arbitration, by the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoveryParent.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time each of the Parties will use Commercially Reasonable Efforts to take, or from cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including using Commercially Reasonable Efforts to ensure satisfaction of the conditions precedent to each Party’s obligations hereunder. Notwithstanding anything in the previous sentence to the contrary, British Energy and Buyer shall use Commercially Reasonable Efforts to obtain all Permits necessary for Buyer to acquire the BEUSH Shares. (b) From time to time after the ClosingClosing Date, at Purchaser's request and without further consideration, the Company shall British Energy will, at its own expense, execute and deliver such documents to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions Buyer as Purchaser Buyer may reasonably deem necessary or desirable request in order to more effectively consummate the transactions contemplated by this Agreement. From time to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of time after the Assets (includingClosing Date, without limitationfurther consideration. Buyer will, at its own expense, execute and deliver such documents to British Energy as British Energy may reasonably request in order to more effectively consummate the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted transactions contemplated by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (bc) Following After the ClosingClosing Date, the Company and Purchaser will afford the other party, its counsel and its accountants, during normal business hours, each Party shall have reasonable access to the booksemployees of the other Party, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefromfor purposes of consultation or otherwise, to the extent that such access may reasonably be reasonably required by the requesting party in connection with (i) matters relating to or affected by the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement operations of the rights and obligations of any party Seller or the Company Group prior to this Agreement and (v) the Closing Date. The Parties agree to cooperate in connection with any actual audit, investigation, hearing or threatened Action inquiry by any Governmental Authority, litigation or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after regulatory or other proceeding which may arise following the Closing Date not and which relates to destroy the ownership of the Company Group or otherwise dispose operation of the Assets by the Seller or the Company Group prior to the Closing Date. Notwithstanding any other provision of this Agreement to the contrary, each Party shall bear its own expenses, including fees of attorneys or other representatives, in connection with any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained matter described in this Section, if Section 5.6(c) in which the Company Seller and Purchaser the Buyer are subjects or parties or in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discoverywhich they have a material interest.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Shares, and, to the full fullest extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect theretoto the Shares, and otherwise to cause Seller and the Company to fulfill its their respective obligations under this AgreementAgreement and the Operative Agreements. (b) Following At any time after the Closing, for litigation, Tax or accounting purposes, upon the Company and written request of Purchaser will afford to Seller, or Seller to Purchaser, stating the need therefor, the party receiving such request shall (i) make or cause to be made available to the other party, its counsel related companies or successors, and permit such other party and its accountantsagents to inspect and copy the Books and Records of the party receiving such request and (ii) assist in arranging discussions with (and calling as witnesses) officers, during normal business hours, reasonable access to employees and agents of the books, records and other data party receiving such request on matters relating to the Business in its possession with respect to periods prior Shares subject to the Closing and reimbursement of the right to make copies and extracts therefrom, to the extent that party receiving such access may be reasonably required request for any actual out-of-pocket expenses incurred by the requesting party receiving such request in connection with (i) the preparation performance of Tax Returns, (ii) the determination or enforcement of rights and its obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is madeSection 4.3. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this SectionSection 4.3, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (bSection 4.3(b) and (c) of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Closing each Party shall execute and deliver deliver, or cause to Purchaser be executed and delivered, all such other instruments of saledocuments and instruments, transferand shall take, conveyanceor cause to be taken, assignment and confirmation, provide such materials and information and take all such other actions as Purchaser any other Party may reasonably deem necessary or desirable in order more effectively request to transfer, convey evidence and assign to Purchaser, and to confirm Purchaser's title to, all of effectuate the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted transactions contemplated by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreement. (b) Following From and after the Closing for a period of seven years after the Closing, Purchasers shall (and shall cause its Affiliates to) provide South Central Seller and their Representatives reasonable access (including electronic access, to the Company and Purchaser will afford the other party, its counsel and its accountantsextent available) upon reasonable prior written notice, during normal business hours, reasonable access to the bookspersonnel, books and records of the Acquired Companies (and Purchasers and their Affiliates (other data than the Acquired Companies) to the extent relating to the Business in its possession with respect to Acquired Companies) for periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access as may be reasonably required by necessary for (a) investigating, settling, preparing for the requesting defense or prosecution of, defending or prosecuting any audit or Actions or Proceedings (other than an Action or Proceeding involving a Purchasers or an Acquired Company as an adverse party in connection with to one another), (ib) the preparation of preparing reports to equity holders or Governmental or Regulatory Authorities or (c) preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns, (ii) pursuing Tax refunds or responding to or disputing any Tax audit or Actions or Proceedings, or the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of matter relating to the rights and obligations of Sellers or any party to of their Affiliates under this Agreement and (v) in connection with or any actual or threatened Action or Proceeding. Furtherother Transaction Document; provided, the Company and Purchaser agree for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of however, that any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are confidential information acquired in the possession or control course of the other party, such other party access shall use its commercially reasonable efforts be deemed Acquired Company Confidential Information subject to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) South Central Seller’s non-disclosure obligations in Section 8.04(b). Notwithstanding anything to the contrary contained in this SectionSection 2.05, if South Central Seller shall have no right of access to, and neither Purchasers nor any of their Affiliates or Representatives shall have any obligation to disclose any information which would be reasonably likely to (1) result in the Company waiver of any privilege available to Purchasers or any of their Affiliates or (2) result in a violation of Law; provided, that, to the extent necessary, Purchasers shall reasonably cooperate with South Central Seller in seeking, and Purchaser are use reasonable best efforts to secure, any consent or waiver or other arrangement to allow disclosure of such information in an adversarial relationship a manner that would not result in litigation any violation, contravention or arbitrationloss of privilege. Purchasers shall (and shall cause its Affiliates to), for a period of seven years following the furnishing Closing Date, maintain and preserve all books and records of information, documents or records in accordance with paragraphs the Acquired Companies (band Purchasers and their Affiliates (other than the Acquired Companies) and (c) of this Section shall be subject to applicable rules the extent relating to discoverythe Acquired Companies) for periods prior to the Closing.

Further Assurances; Post-Closing Cooperation. (a) Subject If any Party following the Closing shall have in its possession any asset, property or right that under this Agreement should have been delivered to the terms other Party (including the delivery of Books and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign Records to Purchaser), and to confirm Purchaser's title tosuch Party shall promptly deliver such asset, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment property or termination statements relating right to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this Agreementother Party. (b) Following For five (5) years following the Closing, the Company and Purchaser upon reasonable written notice, each Party will afford the other party, its counsel Party and its accountants, Representatives (i) in response to the request or at the direction of a Governmental Authority or (ii) as required for the preparation and reporting of financial statements or regulatory filings (A) such access during normal business hours, reasonable access hours as the other Party may reasonably request to the books, records and other data and information relating to the Business in its possession with respect to periods prior to the Closing Company and (B) the right to make copies and extracts therefrom, therefrom at the cost of the Party requesting such copies and extracts. Anything to the extent that contrary in Section 5.8(a) or (b) notwithstanding, (x) access rights pursuant to Section 5.8(a) or (b) shall be exercised in such manner as not to interfere unreasonably with the conduct of the business of the Party granting such access may be reasonably required by the requesting party in connection with and (iy) the preparation Party granting access may withhold any document (or portions thereof) or information (A) that is subject to the terms of Tax Returnsa non-disclosure agreement with a third party, (iiB) that may constitute privileged attorney-client communications or attorney work product and the determination transfer of which, or enforcement the provision of rights and obligations under this Agreementaccess to which, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commissionas reasonably determined by such party’s counsel, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree for constitutes a period extending six (6) years after the Closing Date not to destroy or otherwise dispose waiver of any such booksprivilege or (C) if the provision of access to such document (or portion thereof) or information, records as determined by such party’s counsel, would violate applicable Laws. Purchaser and other data unless such party Seller shall first offer in writing to surrender such books, records and other data to reimburse the other party Party for reasonable out-of-pocket costs and expenses incurred in assisting the other Party or their respective Affiliates pursuant to this Section 5.8. Purchaser or Seller shall be permitted to request approval by the paying Party for any such other party shall not agree out-of-pocket costs and expenses in writing to take possession thereof during the ten (10) day period after advance of incurring such offer is madecost and expenses. (c) IfFrom and after the Closing, Seller shall, and shall cause its Affiliates and Representatives to, maintain the confidence of any and all information, whether written or oral, concerning the Company or the Business that was obtained by virtue of ownership of the Company, except to the extent that Seller can show that such information (i) is generally available to the public through no fault of Seller, its Affiliates or their respective Representatives; (ii) is lawfully acquired by Seller, its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (iii) to the extent that any of Seller, its Affiliates or their respective Representatives is required to disclose such information by judicial or administrative process or pursuant to applicable Law. If any of Seller, its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Purchaser in order properly to prepare writing and shall disclose only that portion of such information which Seller is advised by its Tax Returns, other documents or reports counsel in writing is legally required to be filed with Governmental disclosed; provided that Seller shall, at the request and expense of Purchaser, use reasonable best efforts to obtain an appropriate protective order or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary other reasonable assurance that the Company or Purchaser confidential treatment will be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and accorded such information; provided, documents further, nothing herein shall prohibit any of Seller, its Affiliates or records are in their respective Representatives from disclosing such information to (A) a Governmental Authority that has requested such information as part of a routine audit, inspection or other regulatory review process or (B) to their respective Representatives who agree to maintain the possession or control confidentiality of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expenseinformation on similar terms as set forth herein. (d) Notwithstanding anything to From and after the contrary contained in this SectionClosing, if Purchaser shall, and shall cause the Company and the Affiliates and Representatives of Purchaser are in an adversarial relationship in litigation or arbitrationto, maintain the furnishing confidence of any and all information, documents whether written or records in accordance with paragraphs oral, concerning Seller and any past Affiliate of Seller (bother than information relating to the Company) obtained by virtue of Purchaser’s ownership of the Company from and after the Closing, except to the extent that Purchaser can show that such information (ci) is generally available to the public through no fault of this Section shall be subject Purchaser, its Affiliates or their respective Representatives; (ii) is lawfully acquired by Purchaser, its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (iii) to the extent that any of Purchaser, its Affiliates or their respective Representatives is required to disclose such information by judicial or administrative process or pursuant to applicable rules relating Law. If any of Purchaser, its Affiliates or their respective Representatives is compelled to discoverydisclose any information by judicial or administrative process or by other requirements of Law, Purchaser shall promptly notify Seller in writing and shall disclose only that portion of such information which Purchaser is advised by its counsel in writing is legally required to be disclosed; provided that Purchaser shall, at the request and expense of Seller, use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information; provided, further, nothing herein shall prohibit any of Purchaser, its Affiliates or their respective Representatives from disclosing such information to (A) a Governmental Authority that has requested such information as part of a routine audit, inspection or other regulatory review process or (B) to their respective Representatives who agree to maintain the confidentiality of such information on similar terms as set forth herein.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment documents and confirmationinstruments, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order request to more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's vest title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Shares in Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business Company and the Subsidiaries and their Assets and to assist Purchaser in exercising all rights with respect theretoProperties and Books and Records, and otherwise to cause the Company Seller to fulfill its obligations under this AgreementAgreement and the Operative Agreements to which it is a party. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business or Condition of the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation or review of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree each party agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. (c) If, in order properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or Condition of the Company not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Any information obtained by a Seller in accordance with this paragraph shall be held confidential by such Seller in accordance with Section 14.05. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) any provision of this Section shall be subject to applicable rules relating to discovery.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from From time to time after the Closing, at Purchaser's request and without further consideration, the Company Sellers shall, and Parent shall cause Sellers to, execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request), and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company Sellers to fulfill its their obligations under this AgreementAgreement and the Operative Agreements. (b) Following the Closing, the Company and Purchaser each party will afford the other partyparties, its their counsel and its their accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and or obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and or obligations of any party to this Agreement and or any of the Operative Agreements or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Each party further agrees for a period extending six (6) of five years after commencing on the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer offers in writing to surrender such books, records and other data to the other party parties and such other party shall parties do not agree in writing to take possession thereof during the within ten (10) day period days after such offer is made. (c) If, in order to properly to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party needs to be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) aboveof this Section, and ------------- such information, documents or records are in the possession or control of the other partyanother party hereto, such other party shall use make its commercially reasonable best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with shall be governed by applicable rules relating to discovery, rather than by paragraphs (b) and (c) of this Section ---------- ----------- Section. (e) Each of Sellers and Purchaser acknowledge that if any of the Sellers shall fail to take, or cause to be subject taken, any such action, fail to applicable rules do, or cause to be done, any such thing, or fail to execute any such documents, instruments or conveyances within a reasonable time as reasonably requested by Purchaser, Purchaser may move the Bankruptcy Court for an order directing the provision of such items on an emergency basis upon not less than five Business Days' notice by telecopy or other electronic facsimile transmission received by Sellers. Sellers agree not to oppose the scheduling of a hearing relating to discoverysuch a motion on the basis of shortened notice or method of notice, provided Sellers are permitted to appear at such hearing telephonically. Sellers and Purchaser further agree that the Bankruptcy Court shall retain jurisdiction to adjudicate any such motion of Purchaser.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at any Purchaser's ’s request and without further consideration, the Company each Seller shall execute and deliver to Purchaser Purchasers such other reasonable instruments of sale, transfer, conveyance, assignment and confirmation, provide such reasonable materials and information and take such other reasonable actions as any Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to PurchaserPurchasers, and to confirm Purchaser's Purchasers’ title to, all of the Business Assets (includingand the Transferred Interests. At any time or from time to time after the Closing, at any Seller’s request and without limitationfurther consideration, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as each Purchaser shall request)execute and deliver to Sellers, andsuch other reasonable instruments of assumption, provide such reasonable materials and information and take such other reasonable actions as any Seller may reasonably deem necessary or desirable in order more effectively to the full extent permitted by Lawtransfer, convey and assign to put Purchaser in actual possession Purchasers, and operating control for Purchasers to assume and agree to pay, perform and discharge, all of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause the Company to fulfill its obligations under this AgreementAssumed Liabilities. (b) Following the Closing, the Company and Purchaser each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data (electronic or otherwise in each case) relating to the Business and the Business Subsidiaries (including employee personnel files and other related books and records, to the extent permitted under applicable Law) in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, and reasonable access and cooperation from employees of Sellers, Purchasers and the Business Subsidiaries, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax ReturnsReturns and financial statements or the determination of the amount of any liability relating to Taxes, (ii) the determination or enforcement of of, or compliance with, rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the CommissionAuthority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and Indemnifying Party or Indemnified Party or (v) in connection with any actual or threatened Action or Proceeding. Further, the Company and Purchaser agree Each party further agrees for a period extending six ten (610) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten thirty (1030) day period after such offer is made. (c) If, in order properly to prepare properly its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements, to properly prosecute or defend any audit or other proceeding relating to Taxes or financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser a party be furnished with additional information, documents or records relating to the Business or the Business Subsidiaries not referred to in paragraph (bSection 2.04(b) above, and such information, documents or records are in the possession or control of the other partyanother party or one of its Affiliates, such other party shall use its commercially all reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's ’s request, cost and expense. (d) Notwithstanding anything to the contrary contained in this SectionAgreement, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitrationarbitration or if the non-requesting party has a reasonable apprehension that the information is being requested for purposes of an adversarial process between the parties, the furnishing of information, documents or records in accordance with paragraphs (b) and or (c) of this Section shall be subject to applicable rules relating to discovery; provided, however, that this Section 2.04(d) shall not apply to information, documents or records relating to Taxes. (e) Purchasers acknowledge that Sellers and their Affiliates shall be entitled to retain and use copies of all Books and Records included in the Business Assets and of the Business Subsidiaries provided that such use shall be subject in all respects to the obligations of the Sellers contained herein.

Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at At any time or from time to time after the Closing, at Purchaser's request and without further consideration, the Company Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Assets (including, without limitation, the delivery to Purchaser of fully executed Uniform Commercial Code amendment or termination statements relating to the Assets as Purchaser shall request)Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets (as contemplated herein and to assist Purchaser in exercising all rights the extent consistent with respect thereto, this Agreement and otherwise to cause the Company to fulfill its obligations under this AgreementOperative Agreements). (b) At any time or from time to time after the Closing, at Seller’s request and without further consideration, Purchaser shall execute and deliver to Seller such other instruments, documents and other agreements as required under the Seller Finance Documents. (c) Following the Closing, any amounts received by or delivered to Seller on account of an Asset shall be remitted to Purchaser and any amounts received by or delivered to Purchaser on account of an Excluded Asset shall be remitted to Seller. (d) Following the Company and Closing, Purchaser will afford the other partySeller, its counsel and its accountants, during normal business hourshours and upon reasonable advance notice, reasonable access to the books, books and records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority including without limitation the Commission, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement and (v) in connection with any actual or threatened Action or ProceedingAuthority. Further, the Company and Purchaser agree agrees for a period extending six of two (62) years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data unless such party Purchaser shall first offer in writing to surrender such books, records and other data to the other party Seller and such other party Seller shall not agree in writing to take possession thereof during the ten thirty (1030) day period after such offer is made. (ce) If, Any information obtained by Seller in order properly accordance with this Section 1.05 shall be held confidential by Seller in accordance with and subject to prepare its Tax Returns, other documents or reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that the Company or Purchaser be furnished with additional information, documents or records relating to the Business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its commercially reasonable efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. (d) Section 12.06. Notwithstanding anything to the contrary contained in this Section, if the Company and Purchaser parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with paragraphs (b) and (c) of this Section shall be subject to applicable rules relating to discovery.