Joint Post-Closing Covenant of the Seller and the Purchasers. The Seller and the Purchasers jointly covenant and agree that, from and after the Closing Date, the Seller and the Purchasers will cooperate with each other in defending or prosecuting any action, suit, proceeding, investigation or audit of the other relating to (a) the preparation and audit of the Seller's and the Purchasers' tax returns for all periods up to and including the Closing Date, and (b) any audit of the Purchasers and/or the Seller with respect to the sales, transfer and similar taxes imposed by the laws of any state, relating to the transactions contemplated by this Agreement. In furtherance hereof, the Purchasers and the Seller further covenant and agree to respond to all reasonable inquiries related to such matters and to provide, to the extent possible, substantiation of transactions and to make available and furnish appropriate documents and personnel in connection therewith.
