Common use of Post-Closing Assistance Clause in Contracts

Post-Closing Assistance. (a) The Seller, on the one hand, and the Buyer, on the other hand, will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained pursuant to this Section 7.4 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall be kept confidential by the parties hereto. The Seller shall prepare, or cause to be prepared, in a timely manner, all applicable Tax Returns of the Company and its Subsidiaries, or which include the Company and its Subsidiaries, for taxable periods ending on or prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Buyer shall have the right to review prior to filing, any such Tax Return of the Company and its Subsidiaries and no such Tax Return shall be filed without the prior consent of the Buyer, which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller under Section VIII with respect to Taxes. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller shall have the right to (b) From and after the Closing Date, the Seller and his agents and representatives shall be permitted to make such investigations or examinations of the real property and facilities of Suburban as may reasonably be deemed necessary or appropriate by the Seller in connection with obtaining and maintaining one or more policies of insurance with respect to the Seller's indemnification obligations hereunder as to environmental matters and otherwise to monitor the operations of Suburban insofar as is reasonably necessary in connection with assessing and managing such indemnification obligations. Without limiting the foregoing, Seller's investigation may consist of such environmental audits and assessments by third-party consultants as are deemed appropriate by Seller or his insurance carrier. Any such investigation, examination or assessment shall be conducted at reasonable times and under reasonable circumstances and the Buyer and its Subsidiaries (including Suburban) shall cooperate fully therein. In connection with the Seller's efforts to remain apprised of developments on the properties and at the facilities of Suburban that could affect the Seller's environmental indemnification obligations hereunder, the Buyer agrees, and agrees to cause Suburban, to use all reasonable efforts to promptly communicate to the Seller material developments at Suburban's facilities that could result in Losses to the Buyer with respect to environmental matters, and to involve the Seller in any meeting or negotiation with regulators that could give rise to liability for environmental remediation, damages, fines, penalties, or other charges or assessments. References in this paragraph to "Suburban" shall be deemed to include Suburban's successors by operation of law, and any successor to the properties or facilities of Suburban.

Post-Closing Assistance. (a) The SellerPurchaser and Clorox Parent shall cooperate with each other, and shall cause their Representatives to use its reasonable best efforts for a period beginning on the one handEffective Date and ending on the date that is eighteen (18) months after the Closing Date to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and the Buyerto execute and deliver such documents and other papers, on the other hand, will provide each other with such assistance as may reasonably be requested required to consummate the Acquisition and the Contemplated Transactions and to transfer, convey, grant and confirm to and vest in Purchaser or its Subsidiaries good title to the Equity Interests and the Transferred Assets and for Purchaser or its Subsidiaries to assume the Transferred Liabilities and to minimize any disruption to the respective businesses of Clorox Parent and Purchaser that might result from the Contemplated Transactions. Clorox Parent shall be responsible for any pre-Closing costs incurred by Clorox to plan for and prepare the Business for separation in connection with the Contemplated Transactions except as otherwise provided for herein, and Purchaser will be responsible for all other costs associated with the separation, relocation, start-up and other activities related to separating the Business from the retained Clorox business, including for example the costs of moving inventory and files, relocating Transferring Employees and reconfiguration of facilities, except as otherwise provided for herein. (b) After the Closing Date, upon reasonable notice, Purchaser and Clorox Parent shall furnish or cause to be furnished to each other and their Representatives reasonable access, during normal business hours, to such information and assistance relating to the Transferred Companies, the Transferred Assets and Transferred Liabilities and the Business Operating Entities as is reasonably necessary for financial reporting (including the preparation of post-Closing audited financial statements that cover the period prior to the Closing Date) and accounting matters, the defense or prosecution of any litigation, arbitration or other dispute, or the preparation and filing of any Tax ReturnReturns or complying with such Party’s obligations under any audit request, subpoena or other investigative demand or the defense of any Tax audit, claim or assessment. Each Party shall make its Representatives (including, on the part of Purchaser, any audit former Clorox Parent employees) available to the other Party to provide such reasonably requested information and assistance. Purchaser or other examination by any taxing authorityClorox Parent, or any judicial or administrative proceedings relating to liability for Taxesas applicable, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket costs (including reasonable attorneys’ fees) and expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained assisting Purchaser or Clorox Parent, as applicable, pursuant to this Section 7.4 5.12. Neither Party shall be required by this Section 5.12(b) to take any action that would unreasonably interfere with the conduct of its business or pursuant unreasonably disrupt its normal operations or result in any actual or potential breach of the Law or Contract, waive attorney-client privilege or similar doctrines or give rise to any other Section hereof providing actual or potential compliance concern. (c) If, after the Closing, Purchaser or any of its Subsidiaries receive payment on any of the accounts receivable of the Business retained by Clorox Parent or its Subsidiaries or if Clorox Parent or any of its Subsidiaries receive payment on any of the accounts receivable of the Business transferred to Purchaser pursuant to this Agreement, then Purchaser or Clorox Parent shall, or shall cause their applicable Subsidiaries to, as soon as reasonably practicable: (i) make payment of such funds to the bank account designated by Purchaser or Clorox Parent, as applicable, from time to time, and (ii) inform in writing the representative designated by Purchaser or Clorox Parent, as applicable, of the amount and payor of the receivable to be transferred. No Party shall have a right of withholding or set-off with respect to such payments. (d) If, after the Closing, Purchaser or any of its Subsidiaries make payment on any of the accounts payable of the Business retained by Clorox Parent or its Subsidiaries or if Clorox Parent or any of its Subsidiaries make payment on any of the accounts payable of the Business transferred to Purchaser pursuant to this Agreement, then Purchaser or Clorox Parent shall, or shall cause their applicable Subsidiaries to, as soon as reasonably practicable: (i) make payment of such funds to the bank account designated by Purchaser or Clorox Parent, as applicable, from time to time, to reimburse such other Party for such payment, and (ii) inform in writing the sharing representative designated by Purchaser or Clorox Parent, as applicable, of information the amount and payee of the payable to be transferred. No Party shall have a right of holding or set-off with respect to such payments. (e) If either Party shall, from time to time, identify any Transferred Asset or Transferred Liability that was not transferred to Purchaser, or any asset or Liability which was not listed as a Transferred Asset or Transferred Liability (including Retained Liabilities) but was transferred to Purchaser, each at the review time of any Tax Return Closing, the Parties shall use their reasonable best efforts to transfer those assets or other Schedule relating Liabilities to Taxes the correct Party as promptly as reasonably possible after Closing. (f) As soon as reasonably practical after the Closing Date and subject to applicable Law, Clorox Parent shall be kept confidential by the parties hereto. The Seller shall prepare, deliver or cause to be prepareddelivered to Purchaser all material agreements, documents, books, records and files, including records and files stored on computer discs or tapes or any other storage medium but excluding e-mail correspondence (collectively, “Records”) in the possession of Clorox Parent relating exclusively to the operations of the Business (including the Financial Statements and all related accounting records); provided, however, that: (i) Purchaser recognizes that certain Records may relate primarily to Clorox Parent or to Subsidiaries, divisions or assets of Clorox Parent other than the Business and that Clorox Parent may retain such Records and shall provide copies of the relevant portions thereof to Purchaser; (ii) Clorox Parent may retain (and not provide copies of) all Records prepared in connection with the sale of the Business, including bids received from other parties and analyses relating to the Business; and (iii) Clorox Parent may retain any combined, consolidated or unitary Tax Returns that include a timely manner, all applicable Transferred Company and any Tax Returns of an Asset Transferring Company and Purchaser shall be provided with copies of such Tax Returns only to the Company extent that they relate to separate Tax Returns or Tax liability of any of the Transferred Companies or with respect to the Transferred Assets or the Business. (g) Nothing contained herein shall be deemed by Clorox Parent or Purchaser to constitute an agreement of Purchaser or any of its Subsidiaries to assign or transfer any Transferred Assets to Purchaser in connection with the transactions contemplated hereby if an attempted assignment or transfer thereof without the consent of or notice to a third party thereto would constitute a breach or default thereof, cause or permit the acceleration or termination thereof unless such consent has been delivered and/or such notice has been properly made. In the event that any Transferred Asset that would otherwise be or be deemed to have been assigned or transferred to Purchaser pursuant to Section 2.1 cannot be or could not have been deemed to have been assigned or transferred or a third party shall not provide or have provided its necessary consent to, or receive or have received its notice of, such assignment or transfer, at the Closing, and without any changes to the Purchase Price, Clorox Parent shall, and shall cause its Subsidiaries to, assign and transfer to Purchaser and its Subsidiaries, to the extent legally possible and without causing any of the consequences to assignment or which include transfer in the Company immediately preceding sentence to occur, all of their right and title to and interests in and to each such Transferred Asset and, where necessary or appropriate, Clorox Parent shall be deemed to be Purchaser’s duly appointed agent for the purpose of completing, fulfilling and discharging all of Purchaser’s rights and Liabilities arising after the Closing Date with respect to each such Transferred Asset. In that event, Clorox Parent shall, and shall cause its SubsidiariesSubsidiaries to, for taxable periods ending on use its reasonable commercial efforts at Purchaser’s sole cost and expense: (i) to provide Purchaser with the benefit in all material respects of each such Transferred Asset, including (A) enforcing any rights with respect to any such Transferred Asset (including the right to terminate in accordance with the terms thereof upon the request of Purchaser), and (B) permitting Purchaser to enforce any rights as if such Transferred Asset had been assigned or transferred to Purchaser, and (ii) to the extent Clorox Parent shall have failed to obtain the consent of all parties or to deliver notice to all parties prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Buyer shall have the right to review prior to filing, any such Tax Return of the Company and its Subsidiaries and no such Tax Return shall be filed without the prior consent of the Buyer, which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller under Section VIII with respect to Taxessuch Transferred Asset necessary to permit the assignment or transfer to Purchaser or its Subsidiaries of each such Transferred Asset without causing any of the consequences to assignment in the first sentence of this Section 5.12(g) to occur, when all such consents shall have been obtained or notices have been delivered, to assign and transfer such Transferred Asset to Purchaser or its Subsidiaries. Such notice Clorox Parent shall describe be entitled to retain from or set-off against amounts due to, or otherwise charge and collect from, Purchaser all reasonable incremental costs associated with the claimretention, audit, examination or other proposed change or adjustment in reasonable detail maintenance and shall include copies enforcement of rights of any notices Transferred Asset and other documents received all Liabilities arising thereunder to the extent related to the ownership, use or operation thereof from any taxing authority in respect of same. The Seller shall have the right to (b) From and after the Closing DateDate contemplated by this Section 5.12(g) (“Maintenance Costs”), the Seller and his agents and representatives shall be permitted to make such investigations or examinations of the real property and facilities of Suburban as may reasonably be deemed necessary or appropriate by the Seller in connection with obtaining and maintaining one or more policies of insurance with respect to the Seller's indemnification obligations hereunder as to environmental matters and otherwise to monitor the operations of Suburban insofar as is reasonably necessary in connection with assessing and managing such indemnification obligations. Without limiting the foregoing, Seller's investigation may consist of such environmental audits and assessments by third-party consultants as are deemed appropriate by Seller or his insurance carrier. Any such investigation, examination or assessment shall be conducted at reasonable times and under reasonable circumstances and the Buyer Purchaser will indemnify Clorox Parent and its Subsidiaries (including Suburban) shall cooperate fully therein. In connection with the Seller's efforts to remain apprised for any Losses resulting from or arising out of developments on the properties and at the facilities of Suburban that could affect the Seller's environmental indemnification obligations hereunder, the Buyer agrees, and agrees to cause Suburban, to use all reasonable efforts to promptly communicate to the Seller material developments at Suburban's facilities that could result in Losses to the Buyer with respect to environmental matters, and to involve the Seller in any meeting or negotiation with regulators that could give rise to liability for environmental remediation, damages, fines, penalties, or other charges or assessments. References in this paragraph to "Suburban" shall be deemed to include Suburban's successors by operation of law, and any successor to the properties or facilities of Suburbansuch activities.

Post-Closing Assistance. (a) The SellerSellers, on the one hand, and the Buyer, on the other hand, will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained pursuant to this Section 7.4 7.3 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall be kept confidential by the parties hereto. The Seller Sellers shall prepareprepare and file, or cause to be preparedprepared and filed, in a timely manner, all applicable Tax Returns of Ansam through the Closing Date. Buyer shall cause every other entity of the Company Group to prepare and its Subsidiariesfile, or which include the Company cause to be prepared and its Subsidiariesfiled, in a timely manner, all applicable Tax Returns for taxable periods ending on or prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Each of the Sellers and the Buyer shall have the right to receive no less than 30 days prior to the due date thereof, and review prior to filing, any such Tax Return of the Company and its Subsidiaries which a party is required to prepare and no such Tax Return shall be filed without the prior consent of the Buyerother party , which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller Sellers in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller Sellers under Section VII or VIII with respect to Taxes. Failure by the Buyer so to notify the Sellers shall relieve the Sellers of their indemnification obligations with respect to such liability only in the event and to the extent that the Sellers were prejudiced as a result of such failure. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller Sellers shall have the right to (b) From and after to participate in any audits of or administrative or court proceedings relating to taxable periods of any entity of the Company Group ending on or prior to the Closing Date, the Seller and his agents and representatives shall be permitted to make such investigations or examinations of the real property and facilities of Suburban as may reasonably be deemed necessary or appropriate by the Seller in connection with obtaining and maintaining one or more policies of insurance with respect to the Seller's indemnification obligations hereunder as to environmental matters and otherwise to monitor the operations of Suburban insofar as is reasonably necessary in connection with assessing and managing such indemnification obligations. Without limiting the foregoing, Seller's investigation may consist of such environmental audits and assessments by third-party consultants as are deemed appropriate by Seller or his insurance carrier. Any such investigation, examination or assessment shall be conducted at reasonable times and under reasonable circumstances and the Buyer and its Subsidiaries (including Suburban) shall cooperate fully therein. In connection with the Seller's efforts to remain apprised of developments on the properties and at the facilities of Suburban that could affect the Seller's environmental indemnification obligations hereunder, the Buyer agrees, and agrees to cause Suburban, to use all reasonable efforts to promptly communicate to the Seller material developments at Suburban's facilities that could result in Losses to the Buyer with respect to environmental matters, Date and to involve the Seller in any meeting or negotiation with regulators that could give rise to liability for environmental remediation, damages, fines, penalties, employ counsel or other charges or assessments. References in this paragraph to "Suburban" shall be deemed to include Suburban's successors by operation representatives of law, and any successor to the properties or facilities of Suburbantheir choice.

Post-Closing Assistance. (a) The Seller, on the one hand, and the Buyer, on the other hand, will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained pursuant to this Section 7.4 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall be kept confidential by the parties hereto. The Seller shall prepare, or cause to be prepared, in a timely manner, all applicable Tax Returns of the Company and its Subsidiaries, or which include the Company and its Subsidiaries, for taxable periods ending on or prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Buyer shall have the right to review prior to filing, any such Tax Return of the Company and its Subsidiaries and no such Tax Return shall be filed without the prior consent of the Buyer, which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller under Section VIII with respect to Taxes. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller shall have the right toto control any audits of or administrative or court proceedings relating to taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date, to employ counsel of his choice, and to settle issues and take any other actions in connection with such audit or proceedings; provided, however, that the Seller shall not settle any such audit or proceeding in a manner that could reasonably be expected to have an adverse effect on the Buyer or the Company and its Subsidiaries for a period after the Closing Date without the prior consent of the Buyer, which consent shall not be unreasonably withheld. In the event the Seller fails to defend any such proceedings, the Buyer and the Company shall be permitted to control such proceedings. (b) From and after the Closing Date, the Seller and his agents and representatives shall be permitted to make such investigations or examinations of the real property and facilities of Suburban as may reasonably be deemed necessary or appropriate by the Seller in connection with obtaining and maintaining one or more policies of insurance with respect to the Seller's indemnification obligations hereunder as to environmental matters and otherwise to monitor the operations of Suburban insofar as is reasonably necessary in connection with assessing and managing such indemnification obligations. Without limiting the foregoing, Seller's investigation may consist of such environmental audits and assessments by third-party consultants as are deemed appropriate by Seller or his insurance carrier. Any such investigation, examination or assessment shall be conducted at reasonable times and under reasonable circumstances and the Buyer and its Subsidiaries (including Suburban) shall cooperate fully therein. In connection with the Seller's efforts to remain apprised of developments on the properties and at the facilities of Suburban that could affect the Seller's environmental indemnification obligations hereunder, the Buyer agrees, and agrees to cause Suburban, to use all reasonable efforts to promptly communicate to the Seller material developments at Suburban's facilities that could result in Losses to the Buyer with respect to environmental matters, and to involve the Seller in any meeting or negotiation with regulators that could give rise to liability for environmental remediation, damages, fines, penalties, or other charges or assessments. References in this paragraph to "Suburban" shall be deemed to include Suburban's successors by operation of law, and any successor to the properties or facilities of Suburban.

Post-Closing Assistance. (ai) The SellerFollowing the Closing, on the one hand, and the Buyer, on the other hand, Seller will provide each other Buyer with such assistance as may reasonably be requested in connection with the preparation Programming to ensure the uninterrupted continuation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, the Business and each Seller will retain and provide the requesting party Buyer with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determinationany interruption of the Business. The party requesting assistance shall Buyer will reimburse the other party Seller for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. (ii) After the Closing Date, Seller, on the one hand, and TPR and Buyer, on the other hand, will, during normal business hours and upon reasonable request, give each other and each other's representatives, as the case may be, reasonable access to all of Seller's Business Information retained by Seller or acquired by Buyer, as the case may be, pursuant to this Agreement required by such requesting party in connection with any legal proceedings, the preparation or filing of any Tax return or the filing of any SEC report or registration statement; provided, however, that (a) any such request will not interfere unreasonably with the operation of the other parties' business, (b) such request will not require the furnishing party to take any action that would constitute a waiver of the attorney-client privilege and (c) the furnishing party need not supply the requesting party with any information that the furnishing party is under a legal obligation not to supply. Any information obtained pursuant to this Section 7.4 7.7(ii) or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall will be kept confidential by the parties hereto. The in accordance with Section 7.2. (iii) Following the Closing, Seller shall prepare, or use its best efforts to cause PricewaterhouseCoopers LLP to be prepared, provide to TPR all necessary consents in a timely mannermanner to enable TPR to include, in any filing that shall be made by TPR under the -56- 63 Securities Act or the Exchange Act, the reports of PricewaterhouseCoopers LLP on Seller's financial statements covering such periods as shall be required under the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder to be included as part of any such filing. Seller shall also render to TPR all applicable Tax Returns of the Company reasonable assistance that TPR may request in connection with any such Securities Act or Exchange Act filings by TPR. TPR shall reimburse Seller all reasonable costs and its Subsidiariesexpenses incurred by Seller in rendering such assistance, or which include the Company and its Subsidiaries, for taxable periods ending on or prior but only to the Closing Date, which have extent that the rendering of such assistance is not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Buyer shall have the right to review prior to filing, any such Tax Return of the Company and its Subsidiaries and no such Tax Return shall be filed without the prior consent of the Buyer, which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability otherwise an obligation of Seller under another Section VIII with respect to Taxes. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller shall have the right to (b) From and after the Closing Date, the Seller and his agents and representatives shall be permitted to make such investigations or examinations of the real property and facilities of Suburban as may reasonably be deemed necessary or appropriate by the Seller in connection with obtaining and maintaining one or more policies of insurance with respect to the Seller's indemnification obligations hereunder as to environmental matters and otherwise to monitor the operations of Suburban insofar as is reasonably necessary in connection with assessing and managing such indemnification obligations. Without limiting the foregoing, Seller's investigation may consist of such environmental audits and assessments by third-party consultants as are deemed appropriate by Seller or his insurance carrier. Any such investigation, examination or assessment shall be conducted at reasonable times and under reasonable circumstances and the Buyer and its Subsidiaries (including Suburban) shall cooperate fully therein. In connection with the Seller's efforts to remain apprised of developments on the properties and at the facilities of Suburban that could affect the Seller's environmental indemnification obligations hereunder, the Buyer agrees, and agrees to cause Suburban, to use all reasonable efforts to promptly communicate to the Seller material developments at Suburban's facilities that could result in Losses to the Buyer with respect to environmental matters, and to involve the Seller in any meeting or negotiation with regulators that could give rise to liability for environmental remediation, damages, fines, penalties, or other charges or assessments. References in this paragraph to "Suburban" shall be deemed to include Suburban's successors by operation of law, and any successor to the properties or facilities of SuburbanAgreement.

Post-Closing Assistance. (a) The Seller, on the one hand, and the Buyer, on the other hand, will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained pursuant to this Section 7.4 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall be kept confidential by the parties hereto. The Seller shall prepare, or cause to be prepared, in a timely manner, all applicable Tax Returns of the Company and its Subsidiaries, or which include the Company and its Subsidiaries, for taxable periods ending on or prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Buyer shall have the right to review prior to filing, any such Tax Return of the Company and its Subsidiaries and no such Tax Return shall be filed without the prior consent of the Buyer, which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller under Section VIII with respect to Taxes. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller shall have the right toto control any audits of or administrative or court proceedings relating to taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date, to employ counsel of his choice, and to settle issues and take any other actions in connection with such audit or proceedings; provided, however, that the Seller shall not settle any such audit or proceeding in a manner that could reasonably be expected to have an adverse effect on the Buyer or the Company and its Subsidiaries for a period after the Closing Date without the prior consent of the Buyer, which consent shall not be unreasonably withheld. In the event the Seller fails to defend any such proceedings, the Buyer and the Company shall be permitted to control such proceedings. (b) From and after the Closing Date, the Seller and his agents and representatives shall be permitted to make such investigations or examinations of the real property and facilities of Suburban as may reasonably be deemed necessary or appropriate by the Seller in connection with obtaining and maintaining one or more policies of insurance with respect to the Seller's indemnification obligations hereunder as to environmental matters and otherwise to monitor the operations of Suburban insofar as is reasonably necessary in connection with assessing and managing such indemnification obligations. Without limiting the foregoing, Seller's investigation may consist of such environmental audits and assessments by third-party consultants as are deemed appropriate by Seller or his insurance carrier. Any such investigation, examination or assessment shall be conducted at reasonable times and under reasonable circumstances and the Buyer and its Subsidiaries (including Suburban) shall cooperate fully therein. In connection with the Seller's efforts to remain apprised of developments on the properties and at the facilities of Suburban that could affect the Seller's environmental indemnification obligations hereunder, the Buyer agrees, and agrees to cause Suburban, to use all reasonable efforts to promptly communicate to the Seller material developments at Suburban's facilities that could result in Losses to the Buyer with respect to environmental matters, and to involve the Seller in any meeting or negotiation with regulators that could give rise to liability for environmental remediation, damages, fines, penalties, or other charges or assessments. References in this paragraph to "Suburban" shall be deemed to include Suburban's successors by operation of law, and any successor to the properties or facilities of Suburban.and