POST-CLOSING RELATIONSHIP. If, following the Closing Date, Seller receives any funds, documents or instruments which constitute or are delivered in respect of Assets transferred to Purchaser pursuant to this Agreement, Seller agrees to hold such funds, documents or instruments for the benefit of Purchaser and redeliver such items to Purchaser. If, following the Closing Date, Purchaser receives any funds, documents or instruments which constitute or are delivered in respect of Excluded Assets retained by Seller pursuant to this Agreement, Purchaser agrees to hold such funds, documents or instruments for the benefit of Seller and redeliver such items to Seller.
POST-CLOSING RELATIONSHIP. If the Lenders, or an entity controlled by the Lenders (“Optex-Delaware”), acquires the Optex-Texas Collateral at the public sale, they will agree (a) to provide access to its books and records to the extent reasonably necessary for the Company to prepare financial statements, tax returns or comply with its SEC reporting duties or SOX obligations and (b) to negotiate in good faith with the Company regarding (i) a contract manufacturing relationship under which Optex-Delaware will manufacture products for the Company and (ii) a consulting arrangement under which the Company will facilitate transition of government contracts or assist in possible renegotiation of government contracts or otherwise assist in the transition of operations to Optex-Delaware. In addition, Optex-Delaware shall acquire all of the assets of Optex-Texas and none of the liabilities, with the exception of the specific liabilities set forth on Schedule A attached hereto (provided that Schedule A shall be updated immediately prior to the date of the foreclosure sale to reflect amounts that were incurred in the ordinary course of business consistent with past practices after the date of the attached Schedule A and are approved in writing by the Lenders with Lenders reserving the right to reject any liability in their sole discretion.) . Except as expressly provided in Schedule A , Lenders or Optex-Delaware shall not assume or be obligated to pay any other liabilities of Optex-Texas, including without limitation, the TWL Loan, any obligation or debt owed by Optex-Texas to the Company, any tax liability or any tort claim asserted against Optex-Texas. The Company, Optex-Texas and Optex-Delaware shall cooperate and use commercially reasonable efforts to cause the assignment, as determined by Optex-Delaware is its sole discretion, of any contract, real or personal property lease, government contract, any other contract right, or any permit or license right not acquired by Optex-Delaware as a result of the foreclosure sale.
