Common use of Post-Closing Cooperation Clause in Contracts

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the other party, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to cooperate with the other party, after the Initial Closing to ensure the orderly transition of the business of the Company and its Subsidiaries after the Initial Closing and to minimize any disruption to the business of the Company and its Subsidiaries that might result from the transactions contemplated by this Agreement and the Ancillary Agreements. After the Initial Closing, upon reasonable written notice, each of the Seller and the Purchaser shall furnish or cause to be furnished to the other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries as is reasonably necessary for financial reporting, accounting and Tax matters or other reasonable purposes. (c) Each of the Seller and the Purchaser shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party pursuant to this Section. Neither the Seller nor the Purchaser shall be required by this Section to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided pursuant to this Section relating to the Company and its Subsidiaries shall be subject to Section 6.04.

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as Purchaser and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the other partyeach other, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to cooperate with the other partyeach other, for a period of one year after the Initial Closing to ensure the orderly transition of the business of the Company and its Subsidiaries after the Initial Closing Business from Seller to Purchaser and to minimize any disruption to the business Business and the other respective businesses of the Company Seller and its Subsidiaries Purchaser that might result from the transactions contemplated by this Agreement and the Ancillary Agreementshereby. After the Initial Closing, upon reasonable written notice, each of the Purchaser and Seller and the Purchaser shall furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries Business (to the extent within the control of such party) as is reasonably necessary for financial reportingreporting and accounting matters. (b) After the Closing, accounting 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 the filing of all Tax matters 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. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other reasonable purposesproceeding relating to Taxes involving the Business. Purchaser shall retain the books and records of Seller included in the Acquired Assets for a period of seven years after the Closing. After the end of such seven-year period, before disposing of such books or records, Purchaser shall give notice to such effect to Seller and to give Seller, at Seller's cost and expense, an opportunity to remove and retain all or any part of such books or records as Seller may select. (c) Each of the Seller and the Purchaser party shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party the other pursuant to this SectionSection 5.12. Neither the Seller nor the Purchaser party shall be required by this Section 5.12 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided pursuant to this Section relating to operations (or, in the Company and its Subsidiaries shall be subject to Section 6.04case of Purchaser, the Business).

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as Purchaser and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the other partyeach other, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors auditors, Affiliates and representatives to cooperate with the other partyeach other, for a period of 180 days after the Initial Closing to ensure the orderly transition of the business of the Company and its Subsidiaries after the Initial Closing Businesses from Seller to Purchaser and to minimize any disruption to the business Businesses and the other respective businesses of the Company Seller and its Subsidiaries Purchaser that might result from the transactions contemplated by this Agreement and the Ancillary Agreementshereby. After the Initial Closing, upon reasonable written notice, each of the Purchaser and Seller and the Purchaser shall furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives access, during normal business businesses hours, to such information and assistance relating to the Company and its Subsidiaries Businesses (to the extent within the control of such party) as is reasonably necessary requested for financial reportingreporting and accounting matters. (b) After the Closing, accounting 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 requested for the filing of all Tax matters 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. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other reasonable purposesproceeding relating to Taxes involving the Businesses. Purchaser shall retain the books and records of Seller and its Affiliates included in the Acquired Assets for a period of seven years after the Closing. After the end of such seven-year period, before disposing of such books or records, Purchaser shall give notice to such effect to Seller and shall give Seller, at Seller's cost and expense, an opportunity to remove and retain all or any part of such books or records as Seller may select. (c) Each of the Seller and the Purchaser party shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party the other pursuant to this SectionSection 4.17. Neither the Seller nor the Purchaser party shall be required by this Section 4.17 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided pursuant to this Section relating to operations (or, in the Company and its Subsidiaries shall be subject to Section 6.04case of Purchaser, the Businesses).

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as and when requested by the Seller or the Purchaser, the Seller The Buyers and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser Sellers shall cooperate with the other partyeach other, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to cooperate with the each other party, after the Initial Closing to ensure the orderly transition of the business of Business from the Company and its Subsidiaries after Seller to the Initial Closing Buyers and to minimize any disruption to the business Business and the other businesses of the Company Sellers and its Subsidiaries the Buyers that might result from the transactions contemplated by this Agreement and the Ancillary AgreementsContemplated Transactions. After the Initial Closing, upon reasonable written noticenotice and subject to Section 5.5, each of the Seller Buyers and the Purchaser Sellers shall furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives accessaccess (including the ability to make copies), during normal business hours, to such information and assistance relating to the Company Business (to the extent within the control of such Party or any of its Affiliates) reasonably necessary for (i) financial reporting, Tax and accounting matters, (ii) defense or prosecution of litigation and disputes or (iii) for a Party to determine any matter relating to its Subsidiaries rights 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 financial reporting, compliance or in connection with accounting and reporting requirements, filing of all Tax matters 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. The Sellers and the Buyers 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 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 purposesnotice to the other of such position. (c) Each of the Seller Buyers and the Purchaser 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 5.6. (d) Each of the Buyers and the Sellers shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party pursuant to this Section. Neither the Seller nor the Purchaser shall be required by this Section to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided other pursuant to this Section relating to the Company and its Subsidiaries shall be subject to Section 6.045.

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as Purchaser and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the other partyeach other, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to cooperate with the each other party, after the Initial Closing to ensure the orderly transition of the business of Business from the Company and its Subsidiaries after the Initial Closing Seller Group to Purchaser and to minimize any disruption to the business Business and the other respective businesses of the Company Seller Group and its Subsidiaries Purchaser that might result from the transactions contemplated by this Agreement and the Ancillary Agreementshereby. After the Initial Closing, upon reasonable written notice, each of the Purchaser and Seller and the Purchaser shall furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives accessaccess (including the ability to make copies), during normal business hours, to such information and assistance relating to the Company 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 its Subsidiaries 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 financial reporting, compliance with accounting and reporting requirements, filing of all Tax matters 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. 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 take any position in any Tax return, 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 provide timely and reasonable purposesnotice 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 Purchaser 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 in writing and giving such party a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 5.11. (d) Each party shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party the other pursuant to this SectionSection 5.11. Neither the Seller nor the Purchaser party shall be required by this Section 5.11 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operationsoperations (or, in the case of Purchaser, the Business). Any information provided relating to the Business received by Seller pursuant to this Section relating to the Company and its Subsidiaries 5.11 shall be subject to Section 6.045.04(b).

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as Purchaser and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the other partyeach other, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors auditors, Affiliates and representatives to cooperate with the other partyeach other, for a period of 180 days after the Initial Closing to ensure the orderly transition of the business of the Company and its Subsidiaries after the Initial Closing Businesses from Seller to Purchaser and to minimize any disruption to the business Businesses and the other respective businesses of the Company Seller and its Subsidiaries Purchaser that might result from the transactions contemplated by this Agreement and the Ancillary Agreementshereby. After the Initial Closing, upon reasonable written notice, each of the Purchaser and Seller and the Purchaser shall furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives access, during normal business businesses hours, to such information and assistance relating to the Company and its Subsidiaries Businesses (to the extent within the control of such party) as is reasonably necessary requested for financial reportingreporting and accounting matters. (b) After the Closing, accounting 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 requested for the filing of all Tax matters 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. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other reasonable purposesproceeding relating to Taxes involving the Businesses. Purchaser shall retain the books and records of Seller and its Affiliates included in the Acquired Assets for a period of [REDACTED] after the Closing. After the end of such [REDACTED] period, before disposing of such books or records, Purchaser shall give notice to such effect to Seller and shall give Seller, at Seller's cost and expense, an opportunity to remove and retain all or any part of such books or records as Seller may select. (c) Each of the Seller and the Purchaser party shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party the other pursuant to this SectionSection 4.17. Neither the Seller nor the Purchaser party shall be required by this Section 4.17 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided pursuant to this Section relating to operations (or, in the Company and its Subsidiaries shall be subject to Section 6.04case of Purchaser, the Businesses).

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as DuPont and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser Buyer shall cooperate with the other partyeach other, and shall cause its Affiliates their respective Subsidiaries and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives Representatives to cooperate with the other partyeach other, for a period of 180 days after the Initial Closing Closing, to ensure the orderly transition of the business of the each Transferred Business Company and its Subsidiaries after all Transferred Assets and Assumed Liabilities from DuPont to Buyer (including the Initial Closing transition of any information technology systems) and to minimize any disruption to the business of the Company and its Subsidiaries their respective businesses that might result from the transactions contemplated by this Agreement and hereby. Notwithstanding the Ancillary Agreements. After forgoing, at any time after the Initial Closing, upon reasonable written notice, each of the Seller DuPont and the Purchaser Buyer shall furnish or cause to be furnished to the other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their its employees, counsel, auditors and representatives Representatives reasonable access, during normal business hours, to such information Information and assistance relating to the Company Transferred Business Companies, Transferred Assets and its Subsidiaries Assumed Liabilities as is reasonably necessary for financial reportingreporting and accounting matters, accounting the preparation and filing of any Tax Returns or the defense of any Tax Audit or any other requirement under any applicable Law or regulation; PROVIDED that the provisions of Article VI shall govern with respect to all Tax-related matters to the extent any provision in Article VI is in conflict with this Section 5.9; PROVIDED, FURTHER, that notwithstanding anything to the contrary in this Agreement, neither DuPont nor the Retained Subsidiaries, on the one hand, and neither Buyer nor its Subsidiaries, on the other hand, shall be required to disclose any information to the other or other reasonable purposes. (c) Each its Representatives if doing so presents a significant risk of violating any Law or Contract to which DuPont or any of the Seller and Retained Subsidiaries, on the Purchaser shall reimburse one hand, or Buyer or any its Subsidiaries, on the other hand, is a party for reasonable out-or to which it is subject or which it believes in good faith presents a significant risk of-pocket costs , based on an opinion of counsel (which can be inside counsel), resulting in a loss of the ability to successfully assert a claim of Privilege; PROVIDED that the parties hereto shall cooperate in seeking to find a way to allow disclosure of 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 expenses incurred by such other party in assisting such first party pursuant to this Sectionthe extent it relates to the Retained Business, the Excluded Assets or the Retained Liabilities. Neither the Seller nor the Purchaser party shall be required by this Section 5.9 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of Buyer, the business or its Subsidiaries’ normal operations. Any information provided pursuant to this Section relating to the Company and its Subsidiaries shall be subject to Section 6.04operations of any Transferred Business Company).

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as The Purchaser and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the other partyeach other, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to cooperate with the other partyeach other, after the Initial Closing to ensure the orderly transition of the business of Business from the Company and its Subsidiaries after Seller to the Initial Closing Purchaser and to minimize any disruption to the business Business and the other respective businesses of the Company Seller and its Subsidiaries the Purchaser that might result from the transactions contemplated by this Agreement and the Ancillary Agreementshereby. After the Initial Closing, upon reasonable written notice, each of the Purchaser and the Seller and the Purchaser shall furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries Business (to the extent within the control of such party) as is reasonably necessary for financial reportingreporting and accounting matters. (b) After the Closing, accounting upon reasonable written notice, 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 matters 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. 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, or reach any settlement or agreement on audit, 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 must be paid by the Purchaser, or the Seller, as the case may be, shall provide timely and reasonable purposesnotice to the Purchaser of such position. (c) Each of After the Closing, the Purchaser agrees, and agrees to cause the Company to, give the Seller access and copies to any records or documentation and to otherwise provide assistance to the Purchaser Seller, at no charge to the Seller, in connection with any governmental or regulatory investigations, inquiries or other similar proceedings. (d) Each party shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party the other pursuant to this SectionSection 5.6(a) and (b). Neither the Seller nor the Purchaser party shall be required by this Section 5.6 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided pursuant to this Section relating to operations (or, in the Company and its Subsidiaries shall be subject to Section 6.04case of the Purchaser, the Business).

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as Purchaser and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the each other party, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to cooperate with the other party, for a period of one year after the Initial Closing to ensure the orderly transition of the business of the Company and its Subsidiaries after the Initial Closing Business from Seller to Purchaser and to minimize any disruption to the business Business and the other respective businesses of the Company Seller and its Subsidiaries Purchaser that might result from the transactions contemplated by this Agreement and the Ancillary Agreementshereby. After the Initial Closing, upon reasonable written notice, each of the Purchaser and Seller and the Purchaser shall furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives access, during normal business hours, to such 22 information and assistance (to the extent within the control of such party) relating to the Company and its Subsidiaries Business as is reasonably necessary for financial reportingreporting and accounting matters. (b) After the Closing, accounting 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 the filing of all Tax matters returns, and making of any election related to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or other reasonable purposesdefense of any claim, suit or proceeding relating to any Tax return. (c) Each of the Seller and the Purchaser party shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party the other pursuant to this SectionSection 5.06. Neither the Seller nor the Purchaser party shall be required by this Section 5.06 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or normal operations (or, in the case of Purchaser, the Business). (d) Seller will provide Purchaser and Feld▇▇▇ ▇▇▇i▇ & ▇o., P.C. ("FR & Co.") access to Seller's books, records and employees and KPMG Peat Marwick LLP ("KPMG") and its Subsidiaries’ normal operations. Any information provided pursuant working papers (subject to this Section Purchaser and FR & Co. signing a letter in favor of KPMG in the form of Exhibit H) relating to the Company 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 Subsidiaries 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 subject 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 6.045.06.

Post-Closing Cooperation. (a) From time to time after Buyers, on the Initial Closing Dateone hand, as and when requested by Sellers, on the Seller or the Purchaserother, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall will cooperate with the other partyeach other, and shall will cause its Affiliates and Associates and such Affiliates’ Associates and its and their respective officers, employees, agents, auditors and representatives to cooperate with the each other party, after the Initial Closing to ensure the orderly transition of the business of the Company and its Subsidiaries after the Initial Closing Business from Sellers to Buyers and to minimize any disruption to the business Business and the other respective businesses of the Company Sellers and its Subsidiaries Buyers that might result from the transactions contemplated by this Agreement and the Ancillary Agreementshereby. After the Initial Closing, upon reasonable written notice, each of the Seller Buyers and the Purchaser shall Sellers will furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their respective employees, counsel, auditors auditors, other representatives and representatives accessadvisors reasonable access (including the ability to make copies), during normal business hours, to such information employees, advisors, representatives, Books and assistance Records relating to the Company and Business within the control of such Party or any of its Subsidiaries 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 respect to Tax matters and Tax matters 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 retaining Party during such five (5) year period without first advising the other Party in writing and giving such Party a reasonable purposesopportunity to obtain possession thereof for the purposes permitted by this Section 5.18. (c) Each of the Seller and the Purchaser shall Party will reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party the other pursuant to this SectionSection 5.18. Neither the Seller nor the Purchaser shall Party will be required by this Section 5.18 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided relating to the Business received by Sellers and their employees, counsel, auditors and other representatives and advisors pursuant to this Section relating to the Company and its Subsidiaries shall 5.18 will be subject to the confidentiality obligations set forth in Section 6.0412.3.

Post-Closing Cooperation. (a) From time to time after the Initial Closing Date, as The Purchaser and when requested by the Seller or the Purchaser, the Seller and the Purchaser shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to confirm and assure the rights and obligations provided for in this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the IPC Acquisition and the Reorganization), including, in the case of the Seller, executing and delivering to the Purchaser or the Company such assignments, consents and other instruments as the Purchaser may reasonably request as necessary or desirable for such purpose. (b) Each of the Seller and the Purchaser shall cooperate with the other partyeach other, and shall cause its Affiliates and Associates and such Affiliates’ Associates and its and their officers, employees, agents, auditors and representatives to cooperate with the other partyeach other, after the Initial Closing to ensure the orderly transition of the business of Business from the Company and its Subsidiaries after Seller to the Initial Closing Purchaser and to minimize any disruption to the business Business and the other respective businesses of the Company Seller and its Subsidiaries the Purchaser that might result from the transactions contemplated by this Agreement and the Ancillary Agreementshereby. After the Initial Closing, upon reasonable written notice, each of the Purchaser and the Seller and the Purchaser shall furnish or cause to be furnished to the each other party and the other party’s Affiliates and Associates and such Affiliates’ Associates and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries Business (to the extent within the control of such party) as is reasonably necessary for financial reportingreporting and accounting matters. (b) After the Closing, accounting upon reasonable written notice, 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 matters 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. 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, or reach any settlement or agreement on audit, 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 must be paid by the Purchaser, or the Seller, as the case may be, shall provide timely and reasonable purposesnotice to the Purchaser of such position. (c) Each of the Seller and the Purchaser party shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred by such other party in assisting such first party the other pursuant to this SectionSection 5.6. Neither the Seller nor the Purchaser party shall be required by this Section 5.6 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its or its Subsidiaries’ normal operations. Any information provided pursuant to this Section relating to operations (or, in the Company and its Subsidiaries shall be subject to Section 6.04case of the Purchaser, the Business).