Common use of Post-Closing Cooperation Clause in Contracts

Post-Closing Cooperation. Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.

Post-Closing Cooperation. Subject (a) Buyer, on the one hand, and Seller Parent, on the other, shall cooperate with each other, and shall cause their Affiliates, officers, employees, agents, auditors and representatives to compliance cooperate with contractual obligations each other after the Closing to ensure the orderly transition of the Business from Seller Parent and applicable Lawthe other Sellers to Buyer and to minimize any disruption to the Business and the other respective businesses of Seller Parent and the other Sellers and Buyer that might result from the transactions contemplated hereby. After the Closing, upon reasonable notice, Buyer and Seller Parent shall furnish or cause to be furnished to each other and their employees, counsel, auditors, other representatives and advisors reasonable access (including the ability to make copies), during normal business hours, to such employees, advisors, representatives, Books and Records relating to the Business within the control of such party or any of its Affiliates as is reasonably necessary for three (3i) months immediately financial reporting, Tax and accounting matters and (ii) defense or prosecution of litigation and disputes. (b) Except as otherwise provided pursuant to Section 5.6 hereunder with respect to Tax matters and Tax records, Buyer and Seller Parent shall, and shall cause each Seller, to retain all Books and Records and other documents pertaining to the Business in existence on the Closing Date for a period of five years following the Closing Date, each Closing. No such Books and Records or other documents shall be destroyed or disposed of by any retaining party shall afford to during such five year period without first advising the other party in writing and giving such party a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 5.26. (c) Each Seller shall authorize and empower Buyer on and after the Closing Date to receive and to open all mail received by Buyer, whether addressed to Buyer or a Seller, to determine whether the contents relate to the Business conducted by an Asset Seller or a Sold Company and to deal with the contents of such communications in a proper manner. Each Seller shall promptly deliver to Buyer any mail or other communication received by such Seller on or after the Closing Date pertaining to the Business. Buyer shall promptly deliver to Seller Parent any mail or other communication received by Buyer after the Closing Date pertaining to the Excluded Assets or the Excluded Liabilities. (d) Each party shall reimburse the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business for reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information or personnel available. Notwithstanding anything assisting the other pursuant to the contrary contained herein, nothing in this Section 4.2 5.26. Neither party shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) be required by this Section 5.26 to take any action that would result in unreasonably interfere with the disclosure conduct of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, its business or unreasonably disrupt its normal operations. Any information relating to the extent possible, with access Business received by the Sellers pursuant to this Section 5.26 shall be subject to the Confidentiality Agreement. (e) Seller Parent shall cooperate with Buyer to enable customer inquiries related to the Business to be directed to Buyer, including by developing redirects and a jump-page on its website domains related to the Business (including those website domains listed on Schedule 5.26) directing traffic to relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantspages on Buyer’s website.

Post-Closing Cooperation. Subject (a) Advisor and Company shall cooperate with each other, and shall cause their Representatives to compliance cooperate with contractual obligations and applicable Laweach other, for three a period of 180 days after the Closing Date to facilitate the orderly transition of management of Company and Company Subsidiaries from Advisor to Waterfall and to minimize any disruption to Company and the Company Subsidiaries that might result from the transactions contemplated by the Merger Agreement. After the Closing, upon reasonable written notice, each of Advisor and Company shall furnish or cause to be furnished to each other and their respective Representatives access, during normal business hours, to such information and assistance relating to Company and Company Subsidiaries (3to the extent within the control of such Party) months immediately following as is reasonably necessary for the conduct of business in the ordinary course, including but not limited to financial reporting, accounting and regulatory purposes. (b) For the avoidance of doubt, the delivery to the Board of Directors of all property and documents of the Company or any Company Subsidiary then in the custody of the Advisor required under Section 16(iii) of the Company Advisory Agreement shall include all imaged, electronic or physical Collateral Files to the extent in the possession or the control of Advisor or its Affiliates (other than Company or any Company Subsidiary). Any such documents shall be delivered by Advisor to a location in the United States, as designated by Company. To the extent any such documents have not been delivered as of the Closing Date, each party Advisor shall afford cause such documents to be delivered to Company or Company’s designee as promptly as reasonably practicable following the other party Closing Date and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled held by Advisor in trust for the benefit of Company until delivery to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information Company or personnel availableCompany’s designee. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require Agreement or the Merger Agreement, Advisor (i) shall be permitted to retain such copies of the Seller Collateral Files and other property and documents as are necessary solely for the purpose of demonstrating compliance with applicable Laws and for defending or maintaining any Action, and (ii) shall not be required to deliver such copies of its Affiliates the Collateral Files and other property and documents as are maintained on any back-up or archival electronic storage system maintained by Advisor in the Buyer or any ordinary course of its Affiliates business. (xc) Each Party shall reimburse the other for reasonable, documented out-of-pocket costs and expenses incurred in assisting the other pursuant to waive the protection of an attorney-client privilege or (y) this Section 3.2. Neither Party shall be required by this Section 3.2 to take any action that would result unreasonably interfere with the conduct of the business of such Party or its Affiliates or unreasonably disrupt the normal operations of such Party or its Affiliates. For the avoidance of doubt, any information relating to Company and the Company Subsidiaries received or retained by Advisor pursuant to this Section 3.2 shall be subject to Section 6 (Records; Confidentiality) of the Company Advisory Agreement. (d) As of the date that is ten (10) Business Days following the Merger Effective Time, Company will cease all use, and will cause each Company Subsidiary to cease all use, of the “ZXXX” name, any derivative thereof or any terms confusingly similar thereto, and none of Surviving Entity or any of its subsidiaries will ever use the “ZXXX” name, any derivative thereof or any terms confusingly similar thereto; provided, that nothing in this Section 3.2(d) shall (i) require any amendment to any financing statement, deed or other similar public filing or recorded instrument made in the disclosure name of Company or any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other Company Subsidiary as a secured party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) prevent the auditors and independent accountants Surviving Entity or its subsidiaries from (A) informing third parties of the Seller change in name, (B) using written materials marked with such names prior to the Closing Date, or (C) using the “ZXXX” name as reasonably necessary or advisable for historical purposes to describe the former legal name of Company or any of its Affiliates Company Subsidiary or of the Buyer former advisor to Company or any of its Affiliates Company Subsidiary for the period prior to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.the Closing Date

Post-Closing Cooperation. Subject to compliance with contractual obligations From and applicable Lawafter the Closing, for three a period of seven (37) months immediately years following the Closing, upon reasonable advance written notice, Purchaser shall, and shall cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any other Hub Group Company) and their respective authorized representatives with reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, each party except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct business or operations of business reasonable the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the personnel reasonable good faith judgment of such party with relevant knowledge regarding Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any Productattorney-client privilege of Purchaser, if anythe Company or its Subsidiary. Requests may be made under this Section 4.2 Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for access a period of seven (7) years following the Closing, to information requested by destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under Closing and/or matters relating to this Agreement and the Ancillary Agreements transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and all other proper business purposes (including determining any matter relating offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments Subsidiary for such amounts relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information connection with assisting Seller or personnel available. Notwithstanding anything its Affiliates pursuant to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants6.3.

Post-Closing Cooperation. (a) Subject to compliance with contractual obligations and applicable LawArticle 9, for three the longer of the period required by applicable Law or six (36) months immediately years following the Closing Date, each party shall of the Seller and the Purchaser will (a) retain books and records relating to the ICU Acquired Business or the ML Acquired Business, as applicable, in their possession with respect to periods prior to the Closing, and (b) afford to the other party and the other party’s Representatives their representatives, during normal business hours in a manner so as to not unreasonably disrupt or interfere with of the conduct of business requested party and at the requesting party’s expense, reasonable access to the personnel of books and records relating to the ICU Acquired Business or the ML Acquired Business, as applicable, in their possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom or provide such party with relevant knowledge regarding any Productinformation when impractical to make such copies and extracts, if any. Requests in each case to the extent that such access or information may be made under this Section 4.2 for access to information requested reasonably required by the requesting party in connection (other than to the extent required with its financial reporting and accounting matters, preparing financial statements, preparing and filing respect to any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement dispute between the Seller and the Ancillary Agreements and all other proper business purposes Purchaser). (including determining any matter relating b) Subject to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other partyExhibit J, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained hereinextent that, nothing from time to time after the Closing, the Seller, the Purchaser or their respective Affiliates identify assets that are included in this Section 4.2 shall require (i) the Purchased Assets but that are in the possession of the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive including the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(xAcquired Companies), the disclosing party Seller shall use its commercially reasonable efforts to provide locate such assets and take such actions as are necessary to put the other party, to Purchaser or its Affiliates in possession of such assets. To the extent possiblethat, with access from time to time after the relevant information Closing, the Purchaser or its Affiliates identify assets that are included in a manner the Excluded Assets but that would not reasonably be expected are in the possession of the Purchaser or its Affiliates, the Purchaser shall use its commercially reasonable efforts to result in any locate such waiver) or (ii) the auditors assets and independent accountants of take such actions as are necessary to put the Seller or any of its Affiliates or (including the Acquired Companies) in possession of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsassets.

Post-Closing Cooperation. Subject From and after the Closing, Purchaser shall, and shall cause the Company and its Subsidiaries to, provide Seller and its Affiliates (including any Former Xxxxx Group Company) and their respective authorized representatives with reasonable access, during normal business hours as reasonably requested by Seller, to compliance the books, records (including accountant's work papers), properties, facilities, employees and representatives of the Company and its Subsidiaries with respect to periods prior to the Closing Date, matters occurring on or prior to the Closing Date and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing Date or matters occurring on or prior to the Closing Date), and the ability to inspect and copy any such books and records and/or (if required) obtain the originals thereof; provided that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual obligations and applicable Lawrestriction, as determined in the reasonable opinion of counsel. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or any of its Subsidiaries, for three a period of six (36) months immediately years, or such longer period as required by applicable law, following the Closing Date, each party shall afford to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the other party and the other party’s Representatives during normal business hours in a manner so as Closing Date and/or matters relating to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and all other proper business purposes (including determining any matter relating offering to its rights surrender to Seller such books and obligations hereunder). A party making information records or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsportions thereof.

Post-Closing Cooperation. Subject (a) The Purchaser and the Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to compliance cooperate with contractual obligations and applicable Laweach other, for three (3) months immediately following after the Closing Date, each party shall afford to ensure the orderly transition of the Business from the Seller to the other party Purchaser and to minimize any disruption to the Business and the other party’s Representatives respective businesses of the Seller and the Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, the Purchaser and the Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access, during normal business hours in a manner so as hours, to not unreasonably disrupt or interfere with the conduct of business reasonable access such information and assistance relating to the personnel Business (to the extent within the control of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 party) as is reasonably necessary for access to information requested by the requesting party in connection with its financial reporting and accounting matters. (b) After the Closing, preparing financial statementsupon reasonable written notice, preparing the Purchaser and the Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the transaction contemplated hereby (including, access to books and records) as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax Returnsreturn. The Seller and the Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that the Seller shall after the Closing take any position in any state or Tax return, prosecuting or reach any claims for refundsettlement or agreement on audit, defending which is in any manner inconsistent with any position taken by the Seller in any filing, settlement or agreement made by the Seller prior to the Closing and such inconsistent position (i) requires the payment by the Purchaser of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached or (ii) accelerates the time at which any Tax claims must be paid by the Purchaser, or assessmentthe Seller, preparing securities Law or securities exchange filingsas the case may be, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications shall provide timely and pursuing reasonable notice to the Purchaser of such position. (c) Each party shall reimburse the other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information or personnel available. Notwithstanding anything assisting the other pursuant to the contrary contained herein, nothing in this Section 4.2 5.6. Neither party shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) be required by this Section 5.6 to take any action that would result in unreasonably interfere with the disclosure conduct of any trade secrets its business or unreasonably disrupt its normal operations (provided thator, in the case of clause (i)(x)the Purchaser, the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsBusiness).

Post-Closing Cooperation. Subject (a) From and after the date hereof, the Purchaser and the Selling Entities shall cooperate with each other, and the Purchaser shall use its commercially reasonable efforts to compliance identify which of the contracts, agreements and arrangements set forth in Section 3.14(a) of the Disclosure Schedule (the "Restricted Agreements") are, after the Closing, necessary or desirable for the Purchaser, any applicable Acquiring Subsidiary or any Purchased Entity, in the reasonable determination of the Purchaser, to conduct any of the Acquired Businesses in the ordinary course of business, consistent with contractual obligations past practices. (i) In the event that the Purchaser shall, from time to time, determine that one or more of the Restricted Agreements are necessary to conduct any of the Acquired Businesses in the ordinary course of business, the Purchaser shall notify Seller in writing of such determination and applicable Law(ii) with respect to each software license agreement with respect to Stucky Software, the Seller shall, promptly thereafter (or, with respexx xx Stucky Software) use its reasonable best efforts to obtain from each ox xxx counterparties thereto, a consent to transfer or assign (or a waiver in respect of any such transfer or assignment of) such Restricted Agreement to the Purchaser, an Acquiring Subsidiary or a Purchased Entity (including, by paying any necessary waiver or consent fees to the counterparties thereof to effect such transfer or assignment). (b) If, in the exercise of its reasonable best efforts to obtain any consent or waiver pursuant to the provisions of Section 5.21(a) above, then the Seller shall be required to pay any fees or additional payments in consideration for three (3) months immediately following the consent or waiver to such transfer or assignment, and the Purchaser shall reimburse the Seller an amount equal to 50% of any such fees or additional payments actually paid by the Seller; provided, that if the Seller is unable to obtain any consents or waivers with respect to the transfer of any Property subject to a Restricted Agreement prior to the Closing Date, each party then the Seller shall afford provide the Purchased Entities use and access to such Property pursuant to the other party and the other party’s Representatives during normal business hours in a manner so Transition Services Agreement until such time as to not unreasonably disrupt such consents or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested waivers are obtained by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsSeller.

Post-Closing Cooperation. Subject (a) The Company, Lucky Parent and each Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and other Representatives to compliance cooperate with contractual obligations and applicable Law, for three (3) months immediately following each other to ensure the Closing Date, orderly transition of the Business from each party shall afford Seller to the other party Company and to minimize any disruption to the Business and the other party’s respective businesses of Lucky Parent and Jupiter Parent that might result from the transactions contemplated hereby. In addition, Lucky Parent and its subsidiaries shall cooperate in good faith to provide all customary transition service arrangements reasonably requested by the Company, which services shall be provided by Lucky Parent and its subsidiaries at cost and upon other customary terms and conditions to be agreed upon. After the Closing, upon reasonable written notice, the Company, Lucky Parent and each Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and other Representatives access, during normal business hours in a manner so as hours, to not unreasonably disrupt or interfere with the conduct of business reasonable access such information and assistance relating to the personnel Business, including the Retained Financial Records (to the extent within the control of such party) as is reasonably necessary for financial reporting, business support, compliance and accounting matters (subject to any applicable confidentiality obligations). (b) No party with relevant knowledge regarding any Product, if any. Requests may hereto shall be made under required by this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) 5.08 to take any action that would result in unreasonably interfere with the disclosure conduct of any trade secrets its business or unreasonably disrupt its normal operations (provided thator, in the case of clause (i)(x)the Company, the disclosing party Business). Any information relating to the Business received by any Lucky Parent, any Seller or any of their affiliates pursuant to this Section 5.08 shall use commercially reasonable efforts be subject to Section 5.05. (c) Promptly, but in any event not more than two Business Days following the Closing, the Company and Lucky Collaboration Subsidiary shall provide to Wyeth the other partywritten confirmation contemplated by Section 13.7.3 of the Collaboration Agreement, in the forms attached hereto as Exhibits J-1 and J-2, as applicable. (d) From and after the Closing, none of Lucky Parent, the Sellers or any of their respective affiliates or Representatives shall engage in any discussions with Wyeth (or otherwise take any action) pursuant to the Collaboration Agreement (it being agreed that from and after the Closing, all such discussions and actions shall be undertaken by the Company, its affiliates and Representatives of the foregoing); provided, however, the Sellers, after consultation with Jupiter Parent and the Company, shall be permitted to engage in discussions with Wyeth regarding matters related to the Collaboration Agreement that are solely relevant to the period prior to the Closing, to the extent possible, with access that such matters were specifically identified to Jupiter Parent and the relevant information in a manner that would not reasonably be expected to result in Company during such consultation and the Sellers shall inform Jupiter Parent and the Company of the substance and outcome of any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsdiscussions as promptly as practicable thereafter.

Post-Closing Cooperation. Subject DuPont and Buyer shall cooperate ------------------------ with each other, and shall cause their respective Subsidiaries and Representatives to compliance cooperate with contractual obligations and applicable Laweach other, for three a period of 180 days after the Closing, to ensure the orderly transition of each Transferred Business Company and all Transferred Assets and Assumed Liabilities from DuPont to Buyer (3including the transition of any information technology systems) months immediately following and to minimize any disruption to their respective businesses that might result from the Closing Datetransactions contemplated hereby. Notwithstanding the forgoing, each party at any time after the Closing, upon reasonable written notice, DuPont and Buyer shall afford furnish or cause to be furnished to the other party and the other party’s its employees, counsel, auditors and Representatives reasonable access, during normal business hours in a manner so as hours, to not unreasonably disrupt or interfere with the conduct of business reasonable access such Information and assistance relating to the personnel of such party with relevant knowledge regarding any ProductTransferred Business Companies, if any. Requests may be made under this Section 4.2 Transferred Assets and Assumed Liabilities as is reasonably necessary for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing the preparation and filing of any Tax Returns, prosecuting any claims for refund, defending Returns or the defense of any Tax claims Audit or assessment, preparing securities any other requirement under any applicable Law or securities exchange filings, prosecuting, defending or settling regulation; provided that the provisions of Article VI shall -------- govern with respect to all Tax-related matters to the extent any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under provision in Article VI is in conflict with this Section 4.2 shall be entitled to receive from such other party5.9; provided, upon the presentation of invoices thereforfurther, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding that -------- ------- notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 Agreement, neither DuPont nor the Retained Subsidiaries, on the one hand, and neither Buyer nor its Subsidiaries, on the other hand, shall require (i) be required to disclose any information to the Seller other or its Representatives if doing so presents a significant risk of violating any Law or Contract to which DuPont or any of its Affiliates the Retained Subsidiaries, on the one hand, or the Buyer or any its Subsidiaries, on the other hand, is a party or to which it is subject or which it believes in good faith presents a significant risk of, based on an opinion of its Affiliates counsel (x) which can be inside counsel), resulting in a loss of the ability to waive successfully assert a claim of Privilege; provided that the protection parties hereto shall cooperate in seeking -------- to find a way to allow disclosure of an attorney-client privilege such information without resulting in a loss of the ability to successfully assert a claim of Privilege. DuPont shall not be required to provide any such information as and to the extent it relates to the Retained Business, the Excluded Assets or (y) the Retained Liabilities. Neither party shall be required by this Section 5.9 to take any action that would result in unreasonably interfere with the disclosure conduct of any trade secrets its business or unreasonably disrupt its normal operations (provided thator, in the case of clause (i)(x)Buyer, the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in business or operations of any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsTransferred Business Company).

Post-Closing Cooperation. Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following As from the Closing Date, each party the Parties shall afford use their best efforts to take, or cause to be taken, all such further actions and to do, or cause to be done, all such additional things necessary, proper or advisable consistent with all applicable Laws to ensure that any sums due to the Companies by any customer and collected by any member of the Seller's Group are remitted to the Companies in question without delay. As from the Closing Date, any sums due to the Companies except as otherwise specifically provided in the Transition Services Agreement which shall govern the remittance of such sums and collected by any such other party member of the Seller's Group shall be remitted to the Purchaser within five (5) days and shall bear interest payable to the Companies and computed at a rate of one month EURIBOR, plus twenty-five percent 25% per annum but in no event more than the maximum interest rate permitted under French Law as from their date of collection by any such other member of the Seller's Group through their date of remittence to the Companies. In connection therewith, the Purchaser and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business Purchaser's Accountants shall at all time have reasonable access to the accounting and other records, and to the personnel employed by or others working on behalf of the Seller's Group and to the work papers of the accountants thereof in order to audit and verify that any and all amounts due to the Companies and collected by any other member of the Seller's Group are remitted to the Companies in compliance with the provisions of this Section. In addition, the Seller shall upon Closing cause all customers to be informed that all payments due to the Companies should be remitted directly to the relevant Companies as from the Closing Date. The Seller shall also use its best efforts to ensure that all outstanding contracts which have been entered into by the Seller with third parties for the provision of services or products to the Companies shall be transferred to the relevant Companies prior to the Closing Date at no additional cost or charge for the Companies. Should such transactions not be completely carried out prior or on the Closing Date in accordance with the preceding sentence, the Seller shall use its best efforts to obtain such transfers within a reasonable time thereafter. In addition, if at the Closing Date the Seller has not been able to deliver to the Purchaser the share in SMBI currently held by M. Cxxxxxx Xxxre, then, as from the Closing Date until effective delivery of such share to Purchaser, the Seller shall use its best efforts to obtain the transfer of such share to the Purchaser, at no cost for the latter, as soon as possible after the Closing Date. Without prejudice to any right of the Purchaser hereunder and in particular without affecting in any way the representations and warranties of the Seller pursuant to Article IV concerning the June 30, 2000 Financial Statements which will based on such June 30, 2000 Financial Statements as they appear in Schedule 4.5(a), and for the purpose of its own information only, the Seller shall be allowed to conduct a limited audit and to complete and finalize the financial statements of the Companies for the period ended on June 30, 2000 at no cost or expense for the Purchaser and/or the Companies; for such purpose, the Seller and the Seller's Accountants shall have reasonable access to the related Companies' working papers and, subject to prior written consent of the Purchaser, which consent shall not be unreasonably withheld, and under circumstances reasonable in the Purchaser's judgment, to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything Companies to the contrary contained hereinextent related to the matters concerned. The Seller shall cause Aries Industries Araba Dis Techizat Uretimi Sanayi ve Ticaret A.S. (AIT) to cooperate with CAE after the Closing to define and enter into a written agreement in accordance with Schedules 4.4 (a), nothing in this Section 4.2 shall require 4.6 (i) the Seller or any and 4.10 (a)(i) as soon as possible subject to Purchaser's prior written approval of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsagreement.

Post-Closing Cooperation. Subject to compliance with contractual obligations and applicable Law(a) Following the Closing, for three so long as such information is retained by a party (3) months immediately following the Closing Datewhich shall be for a period of at least five years), upon reasonable written notice, each party shall afford or cause to be afforded to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business its agents, representatives and auditors reasonable access to the personnel personnel, properties, books, systems, Contracts and records (including financial and other Tax records) relating to the Transferred Assets for any reasonable business purpose, including in respect of litigation, insurance matters, preparation of Tax Returns and financial reporting of such party with relevant knowledge regarding any Productand its affiliates, if any. Requests may be made under this Section 4.2 for access to information including by, as and when reasonably requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon providing copies of any of the presentation of invoices thereforforegoing books, payments for such amounts systems, Contracts and records (including financial and other Tax records) relating to suppliesthe Transferred Assets to the other party; provided, disbursements and however, that the party requesting such access agrees to reimburse the other party promptly for all reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making connection with any such information or personnel availablerequest. Notwithstanding anything the foregoing, a party will not be required to the contrary contained herein, nothing in this Section 4.2 shall require disclose (i) the Seller any document or any of its Affiliates information that is (A) confidential pursuant to, or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets which would, as determined by such party’s counsel, be reasonably likely to result in a violation of, Applicable Law or (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, B) confidential pursuant to the extent possibleterms of a confidentiality agreement with a third party or (ii) such portions of documents or information relating to pricing or other matters that are highly sensitive, with access to if the relevant information in a manner that would not exchange of such documents (or portions thereof) or information, as determined by such party’s counsel, might reasonably be expected to result in any antitrust difficulties for such waiver) or party (ii) the auditors and independent accountants of the Seller or any of its Affiliates affiliates) or violate any attorney-client privilege of such party. If any material is withheld by a party pursuant to the Buyer immediately preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Each party may redact such portions of such books and records that do not relate to the Transferred Assets, the Assumed Liabilities or any the Business. (b) After the Closing Date, except in the case of an Action by one party against another party, each party hereto shall use its Affiliates reasonable best efforts to make any work papers available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of members of such party as witnesses, to the extent that any Person unless such person (giving consideration to business demands of such directors, officers, employees, other personnel and until agents) may reasonably be required in connection with any Action in which the requesting party may from time to time be involved, regardless of whether such Person has signed Action is a customary confidentiality matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and hold harmless agreement expenses in connection therewith. (c) Purchaser recognizes that certain records may contain information relating to such access to work papers in form subsidiaries, divisions or businesses of Seller and substance reasonably acceptable to such auditors or independent accountantsits affiliates other than the Business and that Seller may retain copies thereof.

Post-Closing Cooperation. Subject After the Closing, each party shall cooperate with the other to compliance the extent reasonably requested, and make available to the requesting party all financial, insurance, tax and other information (including reasonable access to books and records and personnel) with contractual obligations and applicable Lawrespect to any fiscal period ending on or prior to the Closing Date to the extent required by the requesting party in connection with (i) any audit or other investigation by any taxing authority, for three (3ii) months immediately following the prosecution or defense of any tax claims or related litigation that might give rise to indemnification payments hereunder, (iii) the preparation by the requesting party of tax returns or any other reports or submissions to any Governmental Entity required to be made or (iv) in connection with the contesting by either party or defending by either party against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand with respect to any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, failure to act or transaction involving the Business, the Division or the Division Assets on, prior to or after the Closing Date, each party shall afford to including, but not limited to, the other party shareholder litigation pending on the date hereof; provided that in any such case, such cooperation and the other party’s Representatives during normal business hours availability of information may be done in a manner so as to not unreasonably disrupt or interfere with the conduct normal business of business reasonable access to the personnel of such cooperating party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by and the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and shall bear all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expensescosts incurred by the cooperating party in providing such assistance. Each party shall preserve all such information, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x)including without limitation, the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors books and independent accountants records of the Seller or any of its Affiliates or of Division and the Buyer or any of its Affiliates Acquired Subsidiaries, for at least six (6) years after the Closing Date; provided that the books and records related to make any work papers available to any Person unless and Seller's on-going shareholder litigation shall be preserved until such Person time as Seller advises Purchaser that such litigation has signed reached a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsfinal, non-appealable resolution.

Post-Closing Cooperation. Subject (a) Advisor and Company shall cooperate with each other, and shall cause their Representatives to compliance cooperate with contractual obligations and applicable Laweach other, for three a period of 180 days after the Closing Date to facilitate the orderly transition of management of Company and Company Subsidiaries from Advisor to Waterfall and to minimize any disruption to Company and the Company Subsidiaries that might result from the transactions contemplated by the Merger Agreement. After the Closing, upon reasonable written notice, each of Advisor and Company shall furnish or cause to be furnished to each other and their respective Representatives access, during normal business hours, to such information and assistance relating to Company and Company Subsidiaries (3to the extent within the control of such Party) months immediately following as is reasonably necessary for the conduct of business in the ordinary course, including but not limited to financial reporting, accounting and regulatory purposes. (b) For the avoidance of doubt, the delivery to the Board of Directors of all property and documents of the Company or any Company Subsidiary then in the custody of the Advisor required under Section 16(iii) of the Company Advisory Agreement shall include all imaged, electronic or physical Collateral Files to the extent in the possession or the control of Advisor or its Affiliates (other than Company or any Company Subsidiary). Any such documents shall be delivered by Advisor to a location in the United States, as designated by Company. To the extent any such documents have not been delivered as of the Closing Date, each party Advisor shall afford cause such documents to be delivered to Company or Company’s designee as promptly as reasonably practicable following the other party Closing Date and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled held by Advisor in trust for the benefit of Company until delivery to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information Company or personnel availableCompany’s designee. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require Agreement or the Merger Agreement, Advisor (i) shall be permitted to retain such copies of the Seller Collateral Files and other property and documents as are necessary solely for the purpose of demonstrating compliance with applicable Laws and for defending or maintaining any Action, and (ii) shall not be required to deliver such copies of its Affiliates the Collateral Files and other property and documents as are maintained on any back-up or archival electronic storage system maintained by Advisor in the Buyer or any ordinary course of its Affiliates business. (xc) Each Party shall reimburse the other for reasonable, documented out-of-pocket costs and expenses incurred in assisting the other pursuant to waive the protection of an attorney-client privilege or (y) this Section 3.2. Neither Party shall be required by this Section 3.2 to take any action that would result unreasonably interfere with the conduct of the business of such Party or its Affiliates or unreasonably disrupt the normal operations of such Party or its Affiliates. For the avoidance of doubt, any information relating to Company and the Company Subsidiaries received or retained by Advisor pursuant to this Section 3.2 shall be subject to Section 6 (Records; Confidentiality) of the Company Advisory Agreement. (d) As of the date that is ten (10) Business Days following the Merger Effective Time, Company will cease all use, and will cause each Company Subsidiary to cease all use, of the “ZAIS” name, any derivative thereof or any terms confusingly similar thereto, and none of Surviving Entity or any of its subsidiaries will ever use the “ZAIS” name, any derivative thereof or any terms confusingly similar thereto; provided, that nothing in this Section 3.2(d) shall (i) require any amendment to any financing statement, deed or other similar public filing or recorded instrument made in the disclosure name of Company or any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other Company Subsidiary as a secured party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) prevent the auditors and independent accountants Surviving Entity or its subsidiaries from (A) informing third parties of the Seller change in name, (B) using written materials marked with such names prior to the Closing Date, or (C) using the “ZAIS” name as reasonably necessary or advisable for historical purposes to describe the former legal name of Company or any of its Affiliates Company Subsidiary or of the Buyer former advisor to Company or any of its Affiliates Company Subsidiary for the period prior to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.the Closing Date

Post-Closing Cooperation. Subject (a) The Purchaser and the Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to compliance cooperate with contractual obligations and applicable Laweach other, for three (3) months immediately following after the Closing Date, each party shall afford to ensure the orderly transition of the Business from the Seller to the other party Purchaser and to minimize any disruption to the Business and the other party’s Representatives respective businesses of the Seller and the Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, the Purchaser and the Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access, during normal business hours in a manner so as hours, to not unreasonably disrupt or interfere with the conduct of business reasonable access such information and assistance relating to the personnel Business (to the extent within the control of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 party) as is reasonably necessary for access to information requested by the requesting party in connection with its financial reporting and accounting matters. (b) After the Closing, preparing financial statementsupon reasonable written notice, preparing the Purchaser and the Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the transaction contemplated hereby (including, access to books and records) as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax Returnsreturn. The Seller and the Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that the Seller shall after the Closing take any position in any state or Tax return, prosecuting or reach any claims for refundsettlement or agreement on audit, defending which is in any manner inconsistent with any position taken by the Seller in any filing, settlement or agreement made by the Seller prior to the Closing and such inconsistent position (i) requires the payment by the Purchaser of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached or (ii) accelerates the time at which any Tax claims must be paid by the Purchaser, or assessmentthe Seller, preparing securities Law as the case may be, shall provide timely and reasonable notice to the Purchaser of such position. (c) After the Closing, the Purchaser agrees, and agrees to cause the Company to, give the Seller access and copies to any records or securities exchange filingsdocumentation and to otherwise provide assistance to the Seller, prosecutingat no charge to the Seller, defending in connection with any governmental or settling any litigation regulatory investigations, inquiries or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and similar proceedings. (d) Each party shall reimburse the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information or personnel availableassisting the other pursuant to Section 5.6(a) and (b). Notwithstanding anything to the contrary contained herein, nothing in Neither party shall be required by this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) 5.6 to take any action that would result in unreasonably interfere with the disclosure conduct of any trade secrets its business or unreasonably disrupt its normal operations (provided thator, in the case of clause (i)(x)the Purchaser, the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsBusiness).

Post-Closing Cooperation. Subject (a) The Buyers and the Sellers shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to compliance cooperate with contractual obligations and applicable Law, for three (3) months immediately following each other after the Closing Date, each party shall afford to ensure the orderly transition of the Business from the Seller to the other party Buyers and to minimize any disruption to the Business and the other party’s Representatives businesses of the Sellers and the Buyers that might result from the Contemplated Transactions. After the Closing, upon reasonable notice and subject to Section 5.5, the Buyers and the Sellers shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access (including the ability to make copies), during normal business hours in a manner so as hours, to not unreasonably disrupt or interfere with the conduct of business reasonable access such information and assistance relating to the personnel Business (to the extent within the control of such party with relevant knowledge regarding Party or any Productof its Affiliates) reasonably necessary for (i) financial reporting, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting Tax and accounting matters, preparing financial statements, preparing (ii) defense or prosecution of litigation and filing any Tax Returns, prosecuting any claims disputes or (iii) for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining a Party to determine any matter relating to its rights and or obligations hereunder). (b) After the Closing, upon reasonable written notice and subject to Section 5.5, the Buyers and the Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such Party) relating to the Business, Acquired Assets (including, access to Records) or Assumed Liabilities as is reasonably necessary for compliance or in connection with accounting and reporting requirements, filing of all Tax Returns, and making of any election related to Taxes, the preparation for any audit by any Taxing Authority, the prosecution or defense of any claim, suit or proceeding related to any Tax Return, or any other inquiry, investigation, dispute, litigation or other proceeding to which any of the Sellers or the Buyers is a party and which involves the Business, Acquired Assets or Assumed Liabilities. A party making information The Sellers and the Buyers shall cooperate with each other in the conduct of any audit or personnel available other proceeding relating to another party under Taxes involving the Business. In the event that the Sellers or the Buyers shall after the Closing take any position in any Tax Return, or reach any settlement or agreement relating to Taxes on audit, which is in any manner inconsistent with any position taken by the Sellers in any Tax filing, settlement or agreement made by the Sellers prior to the Closing and such inconsistent position (i) might require the payment by the Buyers or the Sellers of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the Acquired Assets or any of the properties, assets or rights of the Buyers or (iii) might accelerate the time at which any Tax must be paid by the Buyers or the Sellers, then the Buyers or the Sellers, as the case may be, shall provide timely and reasonable notice to the other of such position. (c) Each of the Buyers and the Sellers will retain all Records pertaining to the Business in existence on the Closing Date for a period of seven (7) years following the Closing. No such Records or other documents shall be destroyed or disposed of by any retaining Party at any time without first advising the other Party in writing and giving such Party a period of ten (10) Business Days after receipt of such advise in which to request possession thereof for the purposes permitted by this Section 4.2 5.6. (d) Each of the Buyers and the Sellers shall be entitled to receive from such reimburse the other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information or personnel available. Notwithstanding anything assisting the other pursuant to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants5.

Post-Closing Cooperation. Subject (a) Purchaser and Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Business from the Seller Group to Purchaser and to minimize any disruption to the Business and the other respective businesses of the Seller Group and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable notice, Purchaser and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access (including the ability to make copies), during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such party or any of its affiliates (including the case of Seller, any member of the Seller Group) as is contained in any Record constituting an Excluded Asset, or is reasonably necessary for (i) financial reporting, tax and accounting matters and (ii) defense or prosecution of litigation and disputes. (b) After the Closing, upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Acquired Assets (including, access to books and records) as is reasonably necessary for compliance with contractual obligations accounting and applicable Lawreporting requirements, filing of all Tax returns, and making of any election related to Taxes, the preparation for three (3) months immediately following any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax return. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that any member of the Seller Group or Purchaser shall after the Closing Datetake any position in any Tax return, each party or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by any member of the Seller Group in any filing, settlement or agreement made by any member of the Seller Group prior to the Closing and such inconsistent position (i) might require the payment by Purchaser or Seller of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the Acquired Assets or any of the properties, assets or rights of Purchaser or (iii) might accelerate the time at which any Tax must be paid by Purchaser or Seller, then Purchaser or Seller, as the case may be, shall afford provide timely and reasonable notice to the other party hereto of such position. (c) Each of Purchaser and each member of the Seller Group will retain all Records and other documents pertaining to the Business in existence on the Closing Date for a period of seven years following the Closing. No such Records or other documents shall be destroyed or disposed of by any retaining party during such seven year period without first advising the other party’s Representatives during normal business hours party in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of writing and giving such party with relevant knowledge regarding any Product, if any. Requests may be made under a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 4.2 5.11. (d) Each party shall reimburse the other for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information or personnel available. Notwithstanding anything assisting the other pursuant to the contrary contained herein, nothing in this Section 4.2 5.11. Neither party shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) be required by this Section 5.11 to take any action that would result in unreasonably interfere with the disclosure conduct of any trade secrets its business or unreasonably disrupt its normal operations (provided thator, in the case of clause (i)(x)Purchaser, the disclosing party shall use commercially reasonable efforts to provide the other party, Business). Any information relating to the extent possible, with access Business received by Seller pursuant to the relevant information in a manner that would not reasonably this Section 5.11 shall be expected subject to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsSection 5.04(b).

Post-Closing Cooperation. Subject (a) Buyers, on the one hand, and Sellers, on the other, will cooperate with each other, and will cause their respective officers, employees, agents, auditors and representatives to compliance cooperate with contractual obligations and applicable Law, for three (3) months immediately following each other after the Closing Date, each party shall afford to ensure the orderly transition of the Business from Sellers to Buyers and to minimize any disruption to the other party Business and the other party’s Representatives respective businesses of Sellers and Buyers that might result from the transactions contemplated hereby. After the Closing, upon reasonable notice, Buyers and Sellers will furnish or cause to be furnished to each other and their respective employees, counsel, auditors, other representatives and advisors reasonable access (including the ability to make copies), during normal business hours in a manner so as hours, to not unreasonably disrupt or interfere with the conduct of business reasonable access such employees, advisors, representatives, Books and Records relating to the personnel Business within the control of such party Party or any of its Affiliates as is reasonably necessary for (i) financial reporting, Tax and accounting matters and (ii) defense or prosecution of Proceedings and disputes other than those relating to this Agreement or any Ancillary Agreements; provided, that any such access and information will be scheduled and coordinated through the person(s) listed on Schedule 5.2. (b) Sellers will cause all Books and Records, Contracts, documents and other information, in whatever form, pertaining to or affecting the Business, to be in the sole possession and control of the Sold Companies or the Asset Seller at the Closing or Deferred Local Closing, as applicable. To the extent that any Books and Records, Contracts, documents and other information relevant to or affecting the Business relate to both the Business and the Other Businesses, Sellers will provide to Buyers excised portions of such Books and Records, Contracts, documents and other information pertaining solely to the Business. Except as otherwise provided pursuant to Article 6 hereunder with relevant knowledge regarding respect to Tax matters and Tax records, each Buyer and each Seller will retain all Books and Records and other documents pertaining to the Business (and with respect to the Asset Seller, the Other Businesses) in existence on the Closing Date for a period of five (5) years following the Closing. No such Books and Records or other documents will be destroyed or disposed of by any Product, if any. Requests may be made under retaining Party during such five (5) year period without first advising the other Party in writing and giving such Party a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 4.2 5.18. (c) Each Party will reimburse the other for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information or personnel available. Notwithstanding anything assisting the other pursuant to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) 5.18. Neither Party will be required by this Section 5.18 to take any action that would result in unreasonably interfere with the disclosure conduct of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, its business or unreasonably disrupt its normal operations. Any information relating to the extent possibleBusiness received by Sellers and their employees, with access counsel, auditors and other representatives and advisors pursuant to this Section 5.18 will be subject to the relevant information confidentiality obligations set forth in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsSection 12.3.

Post-Closing Cooperation. Subject (a) Seller and Purchaser shall reasonably cooperate with each other, and shall cause their respective Representatives to compliance cooperate with contractual obligations and applicable Laweach other, for three a period of one-hundred eighty (3180) months immediately following days after the Closing DateClosing, each party shall afford to ensure the orderly transition of the Business to Purchaser, and to minimize any disruption to the other party Business and the other party’s Representatives businesses of Seller that might result from the transactions contemplated hereby. After the Closing, upon reasonable notice and during normal business hours in a manner so as hours, Seller and Purchaser shall furnish or cause to not unreasonably disrupt or interfere with the conduct of business reasonable be furnished to each other and their respective Representatives access to such information and assistance relating to the personnel Business within the control of such party with relevant knowledge regarding any Productas is reasonably necessary for financial reporting, if any. Requests may be made under this Section 4.2 accounting and Tax matters. (b) Each party shall reimburse the other for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information or personnel availableassisting the other pursuant to Section 5.06(a). Notwithstanding anything to the contrary contained herein, nothing in No party shall be required by this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) 5.06 to take any action that would result unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (c) Seller and its affiliates, on the one hand, and Purchaser and its affiliates, on the other hand, shall reasonably cooperate with each other following the Closing in the disclosure prosecution or defense of any trade secrets (provided thatdispute, litigation or other Proceeding or insurance claim arising from the Business, including affording reasonable access to and providing information regarding amounts in dispute, information regarding employees of the Business and documentation created in the case operation of clause the Business relating to such dispute, litigation, proceeding or claim; provided, however, that (i)(x), i) the disclosing requesting party shall use commercially reasonable efforts to provide reimburse the other party for all of such other party’s reasonable out-of-pocket expenses incurred in connection with this Section 5.06(c) and (ii) this Section 5.06(c) shall not apply to any dispute, litigation or other Proceeding or claim arising out of this Agreement, any Ancillary Agreement or any transaction contemplated hereby or thereby. (d) Seller shall promptly pay to Purchaser any funds received by it or any Selling Subsidiary after the Closing Date from any Third Party Payor with respect to an account receivable included as a Current Asset in the calculation of the Final Working Capital Amount. (e) For a period of three (3) years following the Closing, (i) Seller and the Selling Subsidiaries shall, to the extent possiblepermitted by Law, with access provide copies to Purchaser of all correspondence and notices received from any Governmental Entity or Third Party Payor related to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or operation of the Business following Closing and (ii) Purchaser shall, to the auditors extent permitted by Law, provide copies to Seller of all correspondence and independent accountants notices received from any Governmental Entity or Third Party Payor related to the operation of the Business prior to the Closing. (f) To the extent required by Law or a Third Party Payor, Seller shall prepare and promptly file all cost reports relating to the periods ending prior to the Closing Date or any of its Affiliates or required as a result of the Buyer or consummation of the transactions contemplated by this Agreement relating to Medicaid, its fiscal intermediary and other Third Party Payors which settle on a cost report basis (the “Transition Cost Reports”). For a period of three (3) years following the Closing Date, Purchaser shall forward to Seller any of its Affiliates to make any work papers available and all correspondence relating to any Person unless Transition Cost Report received from a Governmental Entity (including rights to settlements and until such Person has signed a customary confidentiality and hold harmless agreement relating retroactive adjustments to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsreports).

Post-Closing Cooperation. Subject (a) Purchaser and Seller shall ------------------------ cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Business from the Seller Group to Purchaser and to minimize any disruption to the Business and the other respective businesses of the Seller Group and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable notice, Purchaser and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access (including the ability to make copies), during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such party or any of its affiliates (including the case of Seller, any member of the Seller Group) as is contained in any Record constituting an Excluded Asset, or is reasonably necessary for (i) financial reporting, tax and accounting matters and (ii) defense or prosecution of litigation and disputes. (b) After the Closing, upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Acquired Assets (including, access to books and records) as is reasonably necessary for compliance with contractual obligations accounting and applicable Lawreporting requirements, filing of all Tax returns, and making of any election related to Taxes, the preparation for three (3) months immediately following any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax return. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that any member of the Seller Group or Purchaser shall after the Closing Datetake any position in any Tax return, each party or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by any member of the Seller Group in any filing, settlement or agreement made by any member of the Seller Group prior to the Closing and such inconsistent position (i) might require the payment by Purchaser or Seller of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the Acquired Assets or any of the properties, assets or rights of Purchaser or (iii) might accelerate the time at which any Tax must be paid by Purchaser or Seller, then Purchaser or Seller, as the case may be, shall afford provide timely and reasonable notice to the other party hereto of such position. (c) Each of Purchaser and each member of the Seller Group will retain all Records and other documents pertaining to the Business in existence on the Closing Date for a period of seven years following the Closing. No such Records or other documents shall be destroyed or disposed of by any retaining party during such seven year period without first advising the other party’s Representatives during normal business hours party in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of writing and giving such party with relevant knowledge regarding any Product, if any. Requests may be made under a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 4.2 5.11. (d) Each party shall reimburse the other for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other reasonable out-of-pocket expenses, as may reasonably be costs and expenses incurred in making such information or personnel available. Notwithstanding anything assisting the other pursuant to the contrary contained herein, nothing in this Section 4.2 5.11. Neither party shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) be required by this Section 5.11 to take any action that would result in unreasonably interfere with the disclosure conduct of any trade secrets its business or unreasonably disrupt its normal operations (provided thator, in the case of clause (i)(x)Purchaser, the disclosing party shall use commercially reasonable efforts to provide the other party, Business). Any information relating to the extent possible, with access Business received by Seller pursuant to the relevant information in a manner that would not reasonably this Section 5.11 shall be expected subject to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountantsSection 5.04(b).