Common use of Post-Closing Cooperation Clause in Contracts

Post-Closing Cooperation. (a) HyperFeed and the Company shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, after the Closing to ensure the orderly transition of the Business from HyperFeed to the Company and to minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed and the Company shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting matters. (b) After the Closing, upon reasonable written notice, HyperFeed and the Company shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to HyperFeed Assets (including, access to books and records) and the Contributions, to the extent within the control of such party, 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 return. HyperFeed and the Company shall cooperate with each other party in the conduct of any audit or other proceeding relating to Taxes involving the Business. (c) Each party shall reimburse the others for reasonable out-of-pocket costs and expenses incurred in assisting such party pursuant to this Section 4.03. No party shall be required by this Section 4.03 to take any action which would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

Post-Closing Cooperation. (a) HyperFeed Purchaser and the Company Seller shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, for a period of 180 days after the Closing to ensure the orderly transition of the Business Target Membership and, indirectly, the Acquired Assets from HyperFeed Seller to the Company Purchaser and to minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed Purchaser and the Company Seller shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives access, during normal business business-hours, to such information and assistance relating to the Business Acquired Assets (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting mattersnecessary. (b) After the Closing, upon reasonable written notice, HyperFeed Purchaser and the Company 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 HyperFeed Target, the Target Membership and the Acquired Assets (including, access to books and records) and the Contributions, to the extent within the control of such party, 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 return. HyperFeed Purchaser shall retain the books and the Company shall cooperate with each other party records of Seller included in the conduct Acquired Assets for a period of any audit or other proceeding relating to Taxes involving seven years after the BusinessClosing. (c) Each party shall reimburse the others other for reasonable out-of-pocket costs and expenses incurred in assisting such party the other pursuant to this Section 4.035.03. No Neither party shall be required by this Section 4.03 5.03 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

Post-Closing Cooperation. (a) HyperFeed and the Company shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, after the Closing to ensure the orderly transition of the Business from HyperFeed to the Company and to minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed the Acquiror and the Company shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives accessother Representatives reasonable access (including the ability to make copies), during normal business hours, to such information employees, counsel, auditors and assistance relating to the Business (to the extent other Representatives, Books and Records within the control of such party) party or any of its Affiliates as is reasonably necessary for (i) financial reporting reporting, Tax and accounting mattersmatters and (ii) defense or prosecution of litigation and disputes with third parties. (b) After Each of the Closing, upon reasonable written notice, HyperFeed Company and the Acquiror will retain all Books and Records and other documents pertaining to the Business in existence on the Closing Date for a period equal to the earlier of five (5) years following the Closing and the dissolution of the Company shall furnish or cause to be furnished to each otherthe Acquiror, as promptly as practicablethe case may be, pursuant to applicable Law; provided that no such information Books and assistance relating to HyperFeed Assets (including, access to books and records) and the Contributions, to the extent within the control Records or other documents shall be destroyed or disposed of such party, 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 retaining party during such five (5) year period without first advising the prosecution or defense of any claim, suit or proceeding related to any Tax return. HyperFeed and the Company shall cooperate with each other party in writing and giving such party a reasonable opportunity to obtain possession thereof for the conduct of any audit or other proceeding relating to Taxes involving the Businesspurposes permitted by this Section 5.14. (c) Each party shall reimburse the others other for reasonable out-of-pocket costs and expenses incurred in assisting such party the other pursuant to this Section 4.035.14. No Neither party shall be required by this Section 4.03 5.14 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

Post-Closing Cooperation. (a) HyperFeed CBS, DBC and the Company shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, after the Closing to ensure the orderly transition of the Business from HyperFeed DBC to the Company and to minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed CBS, DBC and the Company shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting matters. (b) After the Closing, upon reasonable written notice, HyperFeed CBS, DBC and the Company shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to HyperFeed the DBC Assets (including, access to books and records) and the Contributions, to the extent within the control of such party, 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 return. HyperFeed CBS, DBC and the Company shall cooperate with each other party in the conduct of any audit or other proceeding relating to Taxes involving the Business. (c) Each party shall reimburse the others for reasonable out-of-pocket costs and expenses incurred in assisting such party pursuant to this Section 4.035.03. No party shall be required by this Section 4.03 5.03 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

Post-Closing Cooperation. (aA) HyperFeed and the Company shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, after the Closing to ensure the orderly transition of the Business from HyperFeed to the Company and to minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed and the Company shall Buyer will furnish or cause to be furnished provided to each other the Sellers and to their respective employees, counsel, auditors and representatives access, EXECUTION during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such party) Company as is reasonably necessary for financial reporting and accounting matters. (bB) After the Closing, upon reasonable written notice, HyperFeed and the Company shall Parties will furnish or cause to be furnished provided to each other, as promptly as practicable, such information and assistance relating to HyperFeed Assets (including, access to books and records) and the Contributions, to the extent within the control of such party, ) relating to the Company (including access to books and records in any form or medium) 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 return. HyperFeed and the Company shall The Parties will cooperate with each other party in the conduct of any audit or other proceeding relating to Taxes involving the BusinessCompany. (cC) Each party shall Party will reimburse the others other for reasonable out-of-pocket costs and expenses incurred in assisting such party the other pursuant to this Section 4.034.3. No party shall Party will be required by this Section 4.03 4.3 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (D) Each Party will use commercially reasonable efforts to cooperate with and make available to each other, during normal business hours, all books and records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing Date which are necessary or useful to the other in connection with any litigation or investigation or any other matter requiring any such books and records, information or employees for any reasonable business purpose related to their involvement with the Company or the transactions contemplated by this Agreement, for a period reasonably necessary after the Closing Date to comply with each Party's obligation under contracts, at law, or with respect to Taxes. The Party making the request under this Section 4.3(d) will bear all of the out-of-pocket costs and expenses (including attorneys' fees, but excluding reimbursement for salaries, wages, and employee benefits) reasonably incurred in connection with providing such books and records, information or employees.

Post-Closing Cooperation. (a) HyperFeed Purchaser and the Company Seller shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, other for a period of one year after the Closing to ensure the orderly transition of the Business from HyperFeed Seller to the Company Purchaser and to minimize any disruption to the Business and the other respective businesses of Seller and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed Purchaser and the Company Seller shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives access, during normal business hours, to such 22 information and assistance relating to the Business (to the extent within the control of such party) relating to the Business as is reasonably necessary for financial reporting and accounting matters. (b) After the Closing, upon reasonable written notice, HyperFeed Purchaser and the Company Seller shall furnish or cause to be furnished to each other, other as promptly as practicable, such information and assistance relating to HyperFeed Assets (including, access to books and records) and the Contributions, 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 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 relating to any Tax return. HyperFeed and the Company shall cooperate with each other party in the conduct of any audit or other proceeding relating to Taxes involving the Business. (c) Each party shall reimburse the others other for reasonable out-of-pocket costs and expenses incurred in assisting such party the other pursuant to this Section 4.035.06. No Neither party shall be required by this Section 4.03 5.06 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operationsoperations (or, in the case of Purchaser, the Business). (d) Seller will provide Purchaser and Feldxxx Xxxix & Xo., P.C. ("FR & Co.") access to Seller's books, records and employees and KPMG Peat Marwick LLP ("KPMG") and its working papers (subject to Purchaser and FR & Co. signing a letter in favor of KPMG in the form of Exhibit H) relating to the Business, which is reasonably required in connection with the audit of the financial statements of the Business as of and for the year ended December 31, 1995. (e) For a period of seven years from the Closing Date: (i) Purchaser shall not dispose of or destroy any of the books and records of the Business relating to periods prior to the Closing ("Books and Records") without first offering to turn over possession thereof to Seller by written notice to Seller at least 30 days prior to the proposed date of such disposition or destruction. (ii) Purchaser shall allow Seller and its agents access to all Books and Records during normal working hours at Purchaser's principal place of business or at any location where any Books and Records are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to interfere with the normal conduct of Purchaser's business. 23 (iii) Purchaser shall make available to Seller upon written request (A) copies of any Books and Records, (B) Purchaser's personnel to assist Seller in locating and obtaining any Books and Records, and (C) any of Purchaser's personnel whose assistance or participation is reasonably required by Seller or any of its affiliates in anticipation of, or preparation for, existing or future litigation, Tax returns or other matters in which Seller or any of its affiliates is involved. Seller shall reimburse Purchaser for the reasonable out-of-pocket expenses incurred by it in performing the covenants contained in this Section 5.06.

Post-Closing Cooperation. (a) HyperFeed Purchaser and the Company Sellers shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, for a period of 180 days after the Closing to ensure the orderly transition of the Business from HyperFeed Properties to the Company Purchaser and to minimize any disruption to the Business Properties that might result from the transactions Transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed Purchaser and the Company Sellers shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Business Properties (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting matters. (b) After the Closing, upon reasonable written notice, HyperFeed Purchaser and the Company 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 HyperFeed Assets the Properties (including, access to books and records) and the Contributions, to the extent within the control of such party, 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, of audits and the prosecution or defense of any claim, suit or proceeding related to any Tax return. HyperFeed Sellers and the Company Purchaser shall reasonably cooperate with each other party in the conduct of any audit or other proceeding relating to Taxes involving the BusinessProperties. (c) Each party shall reimburse the others other for reasonable out-of-pocket costs and expenses incurred in assisting such party the other pursuant to this Section 4.03Section. No party shall be required by this Section 4.03 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (d) The provisions of this Section 5.15 shall survive the Closing.

Post-Closing Cooperation. (a) HyperFeed Each of Seller and the Company Purchaser shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors subsidiaries and representatives Representatives to cooperate with each other, after the Closing to ensure the orderly transition of the Business Companies from HyperFeed Seller to Purchaser, the Transferred Assets to the Company Companies and the Excluded Assets and Excluded Liabilities from the Companies to Seller, and to minimize any disruption to the Companies and the Post Business and the other respective businesses of Seller and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed Seller and the Company Purchaser shall furnish provide or cause to be furnished provided to each other and to their respective employees, counsel, auditors and representatives accessRepresentatives reasonable assistance, during normal business hours, to such information and assistance relating to the Business Companies, Transferred Assets, Excluded Assets or Excluded Liabilities (to the extent within the control of such partyParty) as is reasonably necessary for financial reporting and reporting, accounting matters, any audit, investigation, dispute, litigation or any other reasonable business purpose relating to the Companies, Transferred Assets, Excluded Assets or Excluded Liabilities. (b) After the Closing, upon reasonable written notice, HyperFeed and the Company shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to HyperFeed Assets (including, access to books and records) and the Contributions, to the extent within the control of such party, 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 return. HyperFeed and the Company shall cooperate with each other party in the conduct of any audit or other proceeding relating to Taxes involving the Business. (c) Each party Party shall reimburse the others other for reasonable out-of-pocket costs and expenses incurred in assisting such party the other pursuant to this Section 4.035.06 and Section 5.01. No party Party shall be required by this Section 4.03 5.06 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operationsoperations (or, in the case of Purchaser, the Post Business).

Post-Closing Cooperation. (a) HyperFeed and the Company shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, after the Closing to ensure the orderly transition of the Business from HyperFeed to the Company and to minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed Buyer and the Company shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting matters. (b) After the Closing, upon reasonable written notice, HyperFeed and the Company 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 HyperFeed Assets the Managed Vision Business and each of Seller’s Subsidiaries (including, access to books and records) and the Contributions, to the extent within the control of such party, as is reasonably necessary for the filing of all Tax returnsReturns, and making of any election related to Taxestaxes, the preparation for any audit by any Taxing Authoritytaxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax returnReturn. HyperFeed Seller and the Company Buyer shall cooperate with each other party in the conduct of any audit or other proceeding relating to Taxes taxes involving the Business. Managed Vision Business and each of the Acquired Companies. Buyer shall retain the books and records of the Managed Vision Business and each of the Acquired Companies for a period of seven (c7) years after the Closing. After the end of such seven (7) year period, before disposing of such books or records, Buyer shall give notice to such effect to Seller and to give Seller, at Seller’s cost and expense, an opportunity to make copies of any part of such books or records as Seller may select. Each party Party shall reimburse the others other for reasonable out-of-pocket costs and expenses incurred in assisting such party the other pursuant to this Section 4.039.2. No party Neither Party shall be required by this Section 4.03 9.2 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

Post-Closing Cooperation. (a) HyperFeed CBS, DBC and the Company shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, after the Closing to ensure the orderly transition of the Business from HyperFeed DBC to the Company and to minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed CBS, DBC and the Company shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting matters. (b) After the Closing, upon reasonable written notice, HyperFeed CBS, DBC and the Company shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to HyperFeed the DBC Assets (including, access to books and records) and the Contributions, to the extent within the control of such party, as is reasonably necessary for the filing of or 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 return. HyperFeed CBS, DBC and the Company shall cooperate with each other party in the conduct of any audit or other proceeding relating to Taxes involving the Business. (c) Each party shall reimburse the others for reasonable out-of-pocket costs and expenses incurred in assisting such party pursuant to this Section 4.035.03. No party shall be required by this Section 4.03 5.03 to take any action which with would unreasonably interfere with wit the conduct of its business or unreasonably disrupt its normal operations.

Post-Closing Cooperation. (a) HyperFeed Purchaser and the Company Seller shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, for a period of 180 days after the Closing to ensure the orderly transition of the Business Target Membership and, indirectly, the Acquired Assets from HyperFeed Seller to the Company Purchaser and to minimize any disruption to the Business that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed Purchaser and the Company Seller shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives access, during normal business business-hours, to such information and assistance relating to the Business Acquired Assets (to the extent within the control of such party) as is reasonably necessary for financial reporting and accounting matters.necessary. 4858-6402-6462.2 29042144.15/060690.0001 (b) After the Closing, upon reasonable written notice, HyperFeed Purchaser and the Company 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 HyperFeed Target, the Target Membership and the Acquired Assets (including, access to books and records) and the Contributions, to the extent within the control of such party, 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 return. HyperFeed Purchaser shall retain the books and the Company shall cooperate with each other party records of Seller included in the conduct Acquired Assets for a period of any audit or other proceeding relating to Taxes involving seven years after the BusinessClosing. (c) Each party shall reimburse the others other for reasonable out-of-pocket costs and expenses incurred in assisting such party the other pursuant to this Section 4.035.03. No Neither party shall be required by this Section 4.03 5.03 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

Post-Closing Cooperation. (a) HyperFeed Each of Seller and the Company Purchaser shall cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives Representatives to cooperate with each other, other for a period of one year after the Closing to ensure the orderly transition of the Business from HyperFeed Seller to the Company Purchaser and to minimize any disruption to the Business and the other respective businesses of Seller, the Company, the Company Subsidiaries and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, HyperFeed each of Seller and the Company Purchaser shall furnish or cause to be furnished to each other and to their respective employees, counsel, auditors and representatives Representatives reasonable access, during normal business hours, to such information information, Records (including furnishing copies thereof) and assistance (including access to personnel) relating to the Company, the Company Subsidiaries and the Business (to the extent within the control of such party) as is reasonably necessary (i) for financial reporting and accounting matters. , (bii) After for the Closingpreparation and filing of any Tax Returns, upon (iii) for other reasonable written noticebusiness purposes, HyperFeed (iv) to facilitate the investigation, litigation, settlement and the Company shall furnish final disposition of any claims, including Tax Claims or cause assessments, that may have been or may be made by or against Seller, Purchaser or any of their respective Affiliates or (v) in connection with any investigation by any Governmental Entity or otherwise to be furnished comply with applicable Law. The obligation to each other, as promptly as practicable, such information and assistance relating to HyperFeed Assets (including, access to books and records) and the Contributions, cooperate pursuant to the extent within preceding sentence insofar as it concerns Taxes shall terminate at the control time the relevant applicable statute of such party, 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 limitations expires (giving effect to any Tax returnextension thereof). HyperFeed Purchaser and the Company shall cooperate with Seller each other party in the conduct of any audit or other proceeding relating to Taxes involving the Business. (c) Each party shall reimburse the others other party for reasonable out-of-pocket costs and expenses incurred in assisting such the other party or their respective Affiliates pursuant to this Section 4.038.03. No party Neither Purchaser, nor Seller shall be required by this Section 4.03 8.03 to take any action which that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.