Common use of Post-Closing Clause in Contracts

Post-Closing. (i) Following the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successors.

Post-Closing. (ia) Following During the Closing Date, Buyer shall, and shall cause thirty-six (36) month period after the Acquired Companies to, allow SellerClosing, upon one (1) Business Day's prior written notice and during normal business hoursthe reasonable request by Oncor, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), CURRENT shall provide for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited toConstructed BPL Network, the timely preparation pursuant to Seller's then-current schedule Assumed Contracts and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theirTransferred Permits, and the Acquired Companies'software that is the subject of the License Agreement, affiliatesany operational information and details, employees construction and representatives to (A) installation information, and equipment and component information reasonably cooperate with Seller required in connection with the foregoing operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended to be a replacement for Training Services set forth on Schedule C to the Sales Agreement. (b) No later than thirty (30) days after the Closing, any finished goods inventory and additional components (i) that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (Bii) under that are located inside of the supervision United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located in the United States on the date of Sellerthis Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyer. (c) Each party will pay (and be liable for) its proportionate share of personal property tax attributed to its respective ownership of the Constructed BPL Network in the 2008 calendar year, prepare the June Financial Statements, such share being equivalent to the extent not yet prepared and finalized as percentage that is equal to the number of days it owned the Closing Date, Constructed BPL Network in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying 2008 calendar year divided by Seller for a period of not less than six 366 (6) years following provided that the Closing Date or shall be attributable to the Seller); provided that each party provides the other with a copy of any longer period as mandated by applicable Lawtax invoice for such personal property tax promptly after receiving such invoice; provided, after whichfurther, Buyer or that if either party pays the Acquired Companies may destroy full amount of the personal property tax liability for such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representativescalendar year, the right other party shall reimburse such party for such amounts paid that are attributable to (x) examine and make copies, at Buyer's expense, its ownership of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsConstructed BPL Network.

Post-Closing. In the event Magellan, any Subco, or any other subsidiary of Magellan other than Green Spring at any time or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate in a manner substantially similar to the Facilities, the Purchaser shall have a right of first refusal to acquire such New Facility upon the terms and conditions hereinafter set forth. The Purchaser shall have thirty (i30) Following days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business DayPurchaser's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copiesexercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, at Sellerthe Purchaser's expense, failure so to notify Magellan shall not be deemed to be a waiver of any of the books and records Purchaser's rights or remedies under the noncompetition or other provisions of the Acquired CompaniesTransaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and (y) reasonable access to Buyer's and consummate such transaction on substantially the Acquired Companies' employees, terms as set forth in the case letter of either clause intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise (x) or (yas such terms are defined in the Franchise Agreement), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures as set forth in Section 1.44.4 of the Franchise Agreement, regulatory and statutory filingsexcept that the term "Qualified Appraiser" used therein, earnings releasesfor purposes of determining a fair market value management fee pursuant to this Section 14.2, statistical supplements, financial statements (including, but not limited toshall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the timely preparation pursuant Purchaser shall be obligated to Selleracquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's then-current schedule exercise of such right shall be conditioned upon (1) the Purchaser's and filing OpCo's execution at or as of Seller's currentthe closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, quarterly and annual reports as defined in the Facilities Lease, escalating on Forms 8-K, 10-Q and 10-K the same basis as the rent payable for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theirFacilities), and (2) Magellan's and OpCo's execution at or as of the Acquired Companies', affiliates, employees and representatives to closing of the acquisition of such New Facility of (A) reasonably cooperate with Seller in connection an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the foregoing franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) under a Subsidiary Franchise Agreement covering such New Facility, upon substantially the supervision same terms and conditions as the Subsidiary Franchise Agreement covering each of Seller, prepare the June Financial Statements, other Facilities. Notwithstanding anything set forth in this Agreement to the extent not yet prepared and finalized as contrary, the provisions of the this Section 14.2 shall survive Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following equal to the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, term of the books Facilities Lease, including all extensions and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsrenewals thereof.

Post-Closing. (i) Following the Closing Date, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's ’s prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's ’s expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's ’s and the Acquired Companies' ’ employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's ’s then-current schedule and filing of Seller's ’s current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies'’, affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's ’s prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's ’s expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's ’s employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successors.

Post-Closing. (ia) Following As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Buyer Purchaser may prepare and cause to be delivered to Parent a statement (the “Final Closing Statement”) setting forth Purchaser’s calculations of the Net Current Liabilities as of the Closing. (b) If Purchaser does not deliver a Final Closing Statement there shall be no further adjustments under this Section 6.10 with respect to Net Current Liabilities (c) Upon receipt of the Final Closing Statement and calculation of the Net Current Liabilities, Parent and its accountants (subject to reasonable confidentiality restrictions) shall be permitted during the succeeding thirty (30) day period (the “Review Period”) reasonable access during business hours to the personnel of Company and its Affiliates, and any documents, schedules or workpapers used by Purchaser in the preparation of the Final Closing Statement and in calculating Net Current Liabilities. (d) If Parent disagrees with Purchaser’s calculation of Net Current Liabilities, on or prior to the last day of the Review Period, Parent shall notify Purchaser in writing of such disagreement which notice shall set forth any such disagreement (the “Objection Notice”). If Parent fails to deliver the Objection Notice within the Review Period, Purchaser’s calculation of the Net Current Liabilities shall be deemed to have been accepted by Parent and shall be final and binding. If Parent delivers the Objection Notice within the Review Period, subject to Section 6.10(e) below, Purchaser and Parent shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Purchaser and Parent shall be final and binding upon the parties hereto. (e) If Purchaser and Parent are unable to resolve any disagreement as contemplated by Section 6.10(d) within forty five (45) days after delivery of the Objection Notice, then Purchaser and Parent shall engage the dispute resolution group of a nationally recognized independent public accounting firm or financial consulting firm mutually agreed upon by the Purchaser and Parent (the “Independent Auditor”), who shall, acting as experts and shall cause not as arbitrators, resolve the Acquired Companies todispute set forth in the Objection Notice. The fees, allow Seller, upon one (1) Business Day's prior written notice costs and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, expenses of the Independent Auditor shall be borne by the parties in proportion to the relative amount each party’s determination has been modified pursuant to such expert’s decision. (f) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Purchaser and Parent are unable to resolve. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related relating to the Company and oral presentations and written information provided by Purchaser and Parent, which are in accordance with the terms and procedures set forth in Section 1.4this Agreement (i.e., regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, on the timely preparation pursuant to Seller's then-current schedule and filing basis of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theiran independent review), and the Acquired Companies'Independent Auditor shall not conduct additional discovery in any form. (g) The parties shall jointly instruct the Independent Auditor to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement (i) whether the Estimated Closing Statement, affiliates, employees the Final Closing Statement and representatives to (A) reasonably cooperate with Seller the respective Net Current Liabilities derived from each of such statements were prepared in connection accordance with the foregoing terms of this Agreement or, alternatively, (ii) only with respect to the disputed items submitted to the Independent Auditor, whether and to what extent (Bif any) the Net Current Liabilities require adjustment, in each case, together with a written explanation in reasonable detail of each such required adjustment, including the basis therefor. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 6.10 are exclusive and, except as set forth below, the determination of the Independent Auditor shall be final and binding on the parties. The decision rendered pursuant to this Section 6.10(g) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 6.10(g). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the supervision Independent Auditor. Absent such fraud, such other party shall reimburse the party seeking enforcement for its expenses related to such enforcement. (h) Upon the determination, in accordance with this Section 6.10, of Sellerthe final calculation of Net Current Liabilities and notwithstanding any limitation to the contrary set forth in ARTICLE 9 below: (i) if such finally determined Net Current Liabilities amount is greater than the Estimated Net Current Liabilities, prepare the June Financial Statementsthen Parent shall pay or cause to be paid, to Purchaser, the extent not yet prepared and finalized as of amount by which the Closing Date, in final Net Current Liabilities is greater than the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors.Estimated Net Current Liabilities; and (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that if such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not finally determined Net Current Liabilities amount is less than six (6) years following the Closing Date Estimated Net Current Liabilities, then Purchaser shall pay or any longer period as mandated cause to be paid to Parent the amount by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with which the business operations of Seller or any of its successorsfinal Net Current Liabilities is less than the Estimated Net Current Liabilities.

Post-Closing. The Parties acknowledge that their intent is not to invoice or xxxx the other Party for cash calls or joint interest xxxxxxxx (i“JIB(s)”) Following with respect to any well proposed to be drilled or well then currently conducting drilling and/or completion operations on the Closing DateSubject Leases. However, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, if an Assignor is assigning a portion of the books Subject Leases to the Assignee for which the Assignor has received revenues and/or made JIB payments and/or payments for drilling, completion or other costs associated with oil and records gas operations involving such portion of the Acquired CompaniesSubject Leases, the following shall apply: To the extent previously paid by Assignor, the Assignee, as applicable, shall refund to the Assignor the sum of all prepayments, cash calls and/or JIB(s), as well as other drilling and completion payments (yherein “Payments”) reasonable access to Buyer's and the Acquired Companies' employeesmade, net of all revenues received, in connection with such portion of the case of either clause Subject Leases as to periods subsequent to the Effective Date. Notwithstanding the foregoing, the Parties shall not be required to refund any prepayments, cash calls or other payments (xor revenues) with respect to that Party’s interest in and to the Excluded Wellbores or (y)the Excluded Assets; provided, however, for the preparation avoidance of doubt, that income, franchise, and review similar Taxes of Assignor shall not be borne by Assignee. The Parties agree that the intent of this procedure (as practically as possible) is to “undo” the direct cash flows for periods subsequent to the Effective Date, which the Assignor incurred as a result of participating as a working interest owner in operations involving the Subject Leases assigned to the Assignee at Closing, unless such direct cash flows are with respect to the relevant Party’s interest in and to the Excluded Wellbores or the Excluded Assets. Any and all payments or refunds due to a Party hereunder shall be paid within one hundred and fifty (150) days of the June Financial Statements date of execution and any other action or inquiry related delivery of the Assignments described in Paragraph 3.4 herein by wire transfer of certified funds: Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, Subject Leases for periods of time prior to the timely preparation pursuant to Seller's then-current schedule and filing Effective Date shall be the obligation of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theirapplicable Assignor, and such Assignor shall promptly pay, or if paid by Assignee, promptly reimburse Assignee for and hold Assignee harmless from and against same under the Acquired Companies'Closing Settlement Statement and Post-Closing Settlement Statement mechanism below. At least five (5) business days prior to Closing, affiliates___________ shall provide ___________ with a closing settlement statement covering all adjustments, employees without duplication, to be made at Closing under this transaction in substantially the same form and representatives content as Exhibit “F” (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, ___________ shall use reasonable and good faith estimates of the same, which estimates shall be adjusted to (A) reasonably cooperate with Seller take into account actual numbers in connection with the foregoing Closing Settlement Statement. ___________ may then respond with any comments within two (2) business days prior to Closing; provided, however, that failure to dispute or revise any adjustment shall not waive or otherwise preclude ___________ from commenting on such adjustments in the Post-Closing Settlement Statement. In preparing the Closing Settlement Statement, ___________ and ___________ shall have no obligation to make an accrual for revenues not received as of Closing. Within ninety (B90) under the supervision of Sellerdays after Closing, prepare the June Financial Statements___________ shall provide ___________ with a settlement statement covering all adjustments, without duplication, to the extent not yet prepared and finalized as of the Closing Datebe made pursuant to this Agreement, in substantially the ordinary course of same form and content as Exhibit “G” (the performance of their responsibilities“Post-Closing Settlement Statement”). Buyer shall, ___________ shall have thirty (30) days to review and provide comments on the Post-Closing Settlement Statement. The Parties shall cause then agree upon the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying Post-Closing Settlement Statement within sixty (60) days from receipt by Seller for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion___________. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to To the extent that no post-closing adjustment is necessary, ___________ may notify ___________ of such books in writing within ninety (90) days after Closing, and records relate ___________ shall have thirty (30) days to the Acquired Companies; and respond with its own Post-Closing Settlement Statement (y) reasonable access to any of Seller's employees, in the case of either clause event that ___________ does not agree that a Post-Closing Settlement Statement is not necessary). The Parties shall then negotiate in good faith in an attempt to agree upon a mutually acceptable Post-Closing Settlement Statement within sixty (x60) or (y), for the review of the June Financial Statements, and any other action or inquiry related days from ___________’s notice to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successors___________.

Post-Closing. (a) Sellers will be obligated to buy clocks from the Buyer as its prime and exclusive vendor of supply as long as the cost, features, functionality and payment terms are competitive with American or European Manufacturers (excluding FedEx Orders as indicated at Section 7.2(b) below). (b) Sellers will buy from Buyer the TA7700 color display, as currently configured exclusive of RSI handpunch component), for FedEx orders. Buyer agrees to sell for these orders only at a fixed special price of $2,000 per unit for the period starting at the Closing and ending at May 31, 2008. The parties acknowledge and agree that no royalties shall be payable by Buyer with respect to such sales. (c) As promptly as possible following the Closing, Sellers will change after the Closing, but not later than 90 days following the Closing, the names of the companies of the Sellers T.A Nevada and T.A Arizona, that it will not include the words: “Time” and/or “America” (hereinafter the “Words”) and any rephrasing of the words. Notwithstanding the foregoing, Sellers may continue to use the name NETtime. (d) Sellers agree to rent to Buyer a part of Sellers’ premises in the current Sellers facility located in Scottsdale, Arizona by its size needed. Buyer shall pay to Seller a monthly amount for such space based on a rate equal to U.S. $22.50 per square feet for a year. This rental fee will include using all the facilities at Sellers premises including: electricity, air-conditioning, telephone and internet access, computers, programs etc., (hereinafter the “rental fee” or the “rental”). The first two months of the rental period shall be provided by Sellers be free of charge. The rental period will start at the Closing, and Buyer will have to give 45 days advance notice to Sellers in order to terminate the rental period, provided that the end of the rental period shall be no longer than May 1, 2007. During the period contemplated by this subparagraph (d), each Party agrees to be liable for any and all damages to a Party’s tangible assets caused by the other Party’s employee. Buyer agrees to reimburse Sellers for any assets used by Buyer and not covered by this paragraph during the period set forth in this subparagraph (d), at Sellers’ cost (i.e., paper, soda, etc.). (e) Sellers agree to provide Buyer with the Hosting Facilities for a period of six months after the Closing at a cost of U.S. $2,000 per month. After six months such cost shall be subject to renegotiation by the Parties, provided, however, Sellers shall be under no obligation to continue to provide such services. Upon the expiration of such six month period, Sellers shall transfer to Buyer all employee data relating to the resellers listed on Exhibit A. During such six-month period Sellers shall provide administrative access as reasonably required by Buyer for the purpose of providing billing NETtime reseller clients. (f) Sellers agree to provide the following support and training services following the Closing: (i) At Buyer’s request, Sellers shall make an employee knowledgeable with the TA7000 product available to Buyer in Arizona for a period of two weeks for the purpose of providing knowledge transfer and training to Buyer’s employee with respect to the Java program for the TA7000 product. (ii) For a period of three months following the Closing, Sellers shall provide support for the TA7000 products. Such support may be provided by telephone, email or in-person in Seller’s offices in Scottsdale, Arizona. (iii) For a period equal to the earlier of 12 months following the Closing or such time Buyer has altered the source code of NETtime, Sellers shall provide 2nd tier support for the NETtime products including new releases and documentation of the software as provided from time to time by Sellers. Such 2nd tier support may be provided by telephone, email or in-person in Seller’s offices in Scottsdale, Arizona. Such 2nd tier support shall consist of providing releases through Sellers normal release process and shall be provided by Sellers employees to Buyer employees and shall not include end-users of Buyer.. (iv) Sellers agree to provide Buyer’s personnel with initial training in order to educate Buyer with respect to the NETtime product. Such training shall be conducted at Sellers’ Scottsdale, Arizona offices for a period of two weeks. (v) For a period of three months following the Closing, Sellers shall provide employee to employee 2nd tier support for the NETtime products. Such 2nd tier support may be provided by telephone and email. (g) The Buyer will pay a payment of quarterly royalties to Sellers for the first four (4) years after the Closing (hereinafter the “Royalties Period”) equal to 5% of the revenue (exclusive of returns, and FedEx revenue) derived from the sale by Buyer of the TA7000 in the U.S., excluding sales to Buyer’s U.S. clients. Attached as Exhibit O to this Agreement is a list of Buyer’s U.S. clients. (h) For a period of 12 months following the Closing, the Parties agree not to solicit or hire any employee of the other party without such Party’s prior written consent. An employee terminated by a Party shall not be subject to this nonsolicitation provision. (i) Following the Closing DateClosing, Buyer shall, and shall cause the Acquired Companies to, allow Seller, upon one (1) Business Day's prior written notice Sellers agree not to sell its time and during normal business hoursattendance products to the reseller accounts listed on Exhibit A to this Agreement, through and (2) Buyer agrees not to sell any of its affiliatestime and attendance products to any direct or end user accounts of Sellers listed on Exhibit D to this Agreement as long as Sellers will sell to direct accounts only products of the Buyer, employees and representatives, subject to the exception set forth in subparagraph (xj) immediately below. Each Party agrees that the other Party shall have the right to examine and make copies, at Seller's expense, enforce its rights under this subparagraph (i) in a New York court of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employees, in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause their, and the Acquired Companies', affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing and (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilitieslaw having jurisdiction over such matters. Buyer shall, further acknowledges and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller agrees that for a period of 90 days following the Closing, Sellers shall have the right to contact such resellers listed on Exhibit A for the sole purpose of collecting any accounts receivable owing to Sellers as of the Closing. (j) Following the Closing, Sellers agree to purchase Buyer’s products for sale to Sellers direct accounts, provided the cost, features, functionality and payment terms are competitive with American or European manufacturers. For purposes of this Agreement, a product will be deemed competitive with respect to cost if the difference between the cost of such two clocks is five percent (5%) or less. In the event Sellers purchase products from Chinese manufacturers as a result of Buyer not less than six being competitive in terms of cost, features, functionality and payment terms, Buyer’s only remedy is the ability to sell its time and attendance hardware products to the direct and end-user accounts of Sellers listed on Exhibit D. Buyer acknowledges that certain of Sellers’ partners purchase clocks directly from applicable manufacturers and agrees that such purchases shall not be a breach of this Agreement. Buyer further acknowledges that Sellers’ obligation under this subparagraph (6j) years to purchase clocks from Buyer shall not arise until the earlier of sixty (60) days following the Closing Date or any longer period such time as mandated by applicable LawSellers have completed the integration of such clocks with Sellers’ software. If, after whichupon the expiration of such sixty (60) day period, Buyer or has not finished such integration, Sellers may request the extension of such period for an additional thirty (30) day period and such request shall be granted. Such request may be repeated each successive thirty (30) day period until such time as Buyer has finished such integration. (k) Sellers will receive a 5% discount off of the reseller price list for the resellers in the U.S for the TA7000 series products. (l) Sellers will transfer to Buyer, and will instruct Laurus Master Funds Ltd. to transfer to Buyer, all receivables related to the Acquired Companies may destroy such records Assets arising after the Closing, that have been received in their sole discretionSellers bank account and/or offices after the Closing Date and are derived from Buyer’s activity arising after the Closing (hereinafter “Buyer’s receivables”). Access The Buyer’s receivables will be transferred to such records the Buyer from the Sellers no later than once-per-week hours from the time it has been received at the Sellers bank account and/or Sellers offices. (m) Sellers shall not unreasonably interfere with be entitled to change the business operations name of BuyerSellers company to “NETtime Solutions” and Buyer shall have no right whatsoever to use the NETtime name. (n) Sellers’ liability to Buyer for any Damages arising out of Sellers’ breach of any of its representations, warranties, covenants or other obligations set forth in this Agreement will be as follows: (i) In case Sellers sell, or cause any third party acting on behalf of Sellers to sell (any kind of sale), any Acquired Company or of the Purchased Assets to any third party after the signing of their respective successorsthis Assets Purchase Agreement, Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall be unlimited in the amount. (ii) Following In case Sellers sell, or cause any third party acting on behalf of Sellers to sell, any of the Closing DatePurchased Assets related to time and attendance to the Resellers listed in Exhibit A and or to the Buyer clients listed in Exhibit O, Seller Buyer shall allow Buyerbe entitled to seek Damages from the Sellers, upon one to be determined by a U.S. court with jurisdiction over such matters. Buyer and Sellers hereby acknowledge and agree that their respective partners and resellers set forth in Exhibits A and D may from time to time compete for the same end user business. Such event shall not constitute a breach by either party of any term of this Agreement. (1iii) Business Day's prior written notice and during normal business hoursIn case any of any breach of Sellers representations, through warranties or covenants relating to its affiliatesgood title ownership of the following assets: intellectual property rights regarding original software (sources) programs, employees and representatives, the right to (x) examine and make copies, at Buyer's expensekernel, of the books following Sellers products: GENESIS SQL, GENESIS PRO, TA100, TA100PRO, XX00, XX00XX, TA50 PRO and records the TA7000 Product Series (“TA7000”) and the associated firm xxxx for all the data collection devices. Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall not exceed U.S. $1,000,000. (o) In case of Seller retained by Seller and maintained by Seller after any breach of Sellers representations, warranties or covenants relating to any other restrictions and/or any liens apart the Closing Date; but only to the extent that such books and records relate to exciting in favor of Laurus Master Fund Ltd. on the Acquired Companies; and Activity and/or the Purchased Assets, Buyer shall be entitled to seek Damages from Sellers, to be determined by a U.S. court with jurisdiction over such matters. Such Damages shall not exceed U.S. $1,000,000. (yp) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), Under no circumstances shall Sellers aggregate liability for the review of the June Financial Statements, and any other action or inquiry related to the procedures matters set forth in Section 1.4(n)(iii) and (o) exceed U.S. $1,000,000 in the aggregate. Buyer further agrees that it shall not make any claims against the escrow under the Escrow Agreement until such claim amounts exceed U.S. $2,700. (q) Following the Closing, regulatory Buyer covenants and statutory filingsagrees that it cannot, earnings releasesdirectly or indirectly, statistical supplements, financial statements resell the source code for NETtime versions 5 and 6 to any third party whatsoever. Buyer shall cease using the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of NETtime name not less later than six (6) years 90 days following the Closing Date or any longer period Closing. (r) Following the Closing, at Buyer’s written direction Sellers shall delete all copies of the source code and written documentation relating to the Software described in Section 1(b). (s) Sellers shall pay to Buyer U.S. $7,500 to an account designated in writing by Buyer. (t) Attached hereto as mandated by applicable Law, after which, Seller may destroy Exhibit Q is Buyer’s price listing relating to the prices Buyer agrees to sell such records parts to Sellers solely for Sellers’ FedEx’s order relating to 355 TA7700 clocks. Such prices to Sellers shall be 35% above the prices set forth in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsprice list.

Post-Closing. (i) Following Sellers and Alterra covenant and agree that, after the Closing Date, Buyer shallthey will: (a) At no cost to Sellers or Alterra, reasonably cooperate with Purchaser if Purchaser is required to include audited financial statements with respect to the Facilities in its filings with the Securities and shall cause the Acquired Companies toExchange Commission; (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, allow Seller, upon one (1) Business Day's prior written notice conveyance and during normal business hours, through its affiliates, employees and representatives, (x) the right to examine and make copies, at Seller's expense, of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's and the Acquired Companies' employeestransfer as, in the case reasonable opinion of either clause counsel for Purchaser and Seller, reasonably may be necessary to assure, complete and evidence the transfer and conveyance of Sellers' Assets as contemplated by this Agreement; (xc) or (y), File the annual cost reports for the preparation and review of Facilities currently within the June Financial Statements periods required by Medicare, Medicaid and any other action third party payor and provide any additional documentation to support the amounts claimed under such cost reports within such time periods; (d) Furnish to Purchaser on or inquiry related before July 31, 1999, with respect to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but those Construction Facilities for which a certificate of occupancy has not limited tobeen issued by such date, the timely preparation pursuant to Seller's then-current schedule and filing written agreements of Seller's currentthe construction manager or general contractor(s), quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and as the conduct of any third-party litigation. Parent and Buyer shall cause theircase may be, and the Acquired Companies'architect and/or engineer, affiliateseach in form and substance acceptable to Purchaser, employees that such construction manager, general contractor, architect and/or engineer will, at the request of Purchaser and representatives upon payment of amounts payable under the contract, continue performance of the contract notwithstanding any default of Sellers under such contract and, with respect to the agreement to be executed by the architect and/or engineer, that Purchaser will have the unrestricted use of the Plans and Specifications without additional charge; (Ae) reasonably cooperate with Seller Within 90 days of Portfolio Stabilization, deliver to Purchaser the Portfolio Stabilization Appraisal; (f) Furnish to Purchaser on or before July 31, 1999, a final "as built" survey of each Completed Facility prepared and certified in connection accordance with the foregoing and Survey Requirements; (Bg) under Furnish to Purchaser within 45 days of the supervision Completion Date of Sellereach Construction Facility, prepare a final "as built" survey prepared in accordance with the June Financial Statements, Survey Requirements; (h) Prior to the extent not yet prepared and finalized as completion of construction of the Closing DateConstruction Facilities, in maintain (or cause Lessee to maintain) the ordinary course Construction Insurance on Construction Facilities; and (i) Furnish to Purchaser on or before June 30, 1999, the form of Resident Agreement for the Completed Facilities; and (j) Furnish to Purchaser within 45 days of the performance Completion Date of their responsibilities. Buyer shalleach Construction Facility, and shall cause the Acquired Companies to, maintain form of Resident Agreement for the books and records Completed Facilities; and (k) Furnish to Purchaser with 60 days of the Acquired Companies for examination and copying by Seller for date of this Agreement a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successors. (ii) Following the Closing Date, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, copy of the books and records of Seller retained by Seller and maintained by Seller after the Closing Date; but only to the extent that such books and records relate to the Acquired Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsIndiana Facility License.

Post-Closing. (a) Concurrently with the consummation of the MDA Sale Transactions, the Administrative Agent and the Lenders shall have received a certificate of an Authorized Officer of the Borrower dated as of such date (i) Following certifying that the Closing MDA Sale Transactions were consummated and (ii) attaching true and correct copies of the Definitive Agreements and the MDA Security Documents (other than the MDA Security Agreement). (b) Concurrently with the consummation of the MDA Sale Transactions, the Borrower shall deliver to the Administrative Agent and Lenders, a pro forma business plan for the next twelve months that (i) has been approved by the Borrower’s Board of Directors, (ii) is consistent with the Borrower’s focus on the core development of Products (as defined in the LOI), and (iii) is reasonably satisfactory to the Lenders. (c) Within four (4) Business Days of the consummation of the MDA Sale Transactions (i) the SatixFy Share Issuance shall have occurred and (ii) the Borrower shall have delivered a written confirmation to Lenders with respect to tax requirements in connections with the SatixFy Share Issuance, in a form substantially similar to what was delivered on the Effective Date, Buyer shalland the Lenders shall have provided notice, and shall cause which may be by email, to the Acquired Companies to, allow Seller, upon Administrative Agent confirming such issuance. (d) Within one (1) Business Day's prior written notice Day after the Amendment Effective Date, Borrower shall have paid in immediately available funds, all reasonable and during normal business hours, through its affiliates, employees documented costs and representatives, (x) the right to examine and make copies, at Seller's expense, expenses of the books and records of the Acquired Companies, and (y) reasonable access to Buyer's Administrative Agent and the Acquired Companies' employees, Lenders party hereto in the case of either clause (x) or (y), for the preparation and review of the June Financial Statements and any other action or inquiry related an amount not to the procedures set forth in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements (including, but not limited to, the timely preparation pursuant to Seller's then-current schedule and filing of Seller's current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K for any post-closing period) and the conduct of any third-party litigation. Parent and Buyer shall cause theirexceed $75,000, and the Acquired Companies'reasonable documented fees and disbursements of counsel to the Administrative Agent and the Lenders party hereto, affiliates, employees and representatives to (A) reasonably cooperate with Seller in connection with the foregoing negotiation, preparation, execution and (B) under delivery of this Amendment and any other documents to be delivered in connection herewith on the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Closing Date, in the ordinary course of the performance of their responsibilities. Buyer shall, and shall cause the Acquired Companies to, maintain the books and records of the Acquired Companies for examination and copying by Seller for a period of not less than six (6) years following the Closing Amendment Effective Date or any longer period as mandated by applicable Law, after which, Buyer or the Acquired Companies may destroy such records in their sole discretion. Access to such records shall not unreasonably interfere with the business operations of Buyer, any Acquired Company or any of their respective successorsdate. (iie) Following the Closing DateBy June 7, Seller shall allow Buyer, upon one (1) Business Day's prior written notice and during normal business hours, through its affiliates, employees and representatives2023, the right Borrower shall have received the Advance Payment, and delivered a written confirmation to the Lenders (xwhich may be by email) examine and make copies, at Buyer's expense, of the books and records receipt of Seller retained by Seller and maintained by Seller after the Closing Date; but only such payment. (f) Notwithstanding anything herein or in any other Loan Document to the extent that such books and records relate contrary, the failure of the Borrower to the Acquired Companies; and (y) reasonable access to satisfy any of Seller's employees, the obligations in this Section 5 within the case of either clause (x) or (y), for the review of the June Financial Statements, and any other action or inquiry related to the procedures time period set forth herein shall automatically result in Section 1.4, regulatory and statutory filings, earnings releases, statistical supplements, financial statements and the conduct an Event of any third-party litigation. Seller shall cause its affiliates, employees and representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for examination and copying by Buyer for a period of not less than six (6) years following the Closing Date or any longer period as mandated by applicable Law, after which, Seller may destroy such records in its sole discretion. Access to such records shall not unreasonably interfere with the business operations of Seller or any of its successorsDefault.