Common use of After the Closing Date Clause in Contracts

After the Closing Date. (a) Seller and Buyer shall promptly execute and deliver, at the cost of the requesting party, those instruments, documents and certificates as Seller or Buyer may reasonably request to more effectively consummate the transactions contemplated hereby; (b) Seller shall as promptly as practical, but in no event later than five (5) business days after receipt, deliver to Buyer any mail, packages, notices, copies of service of process and other similar items received by Seller that relate to the Assets or the business of Buyer, or the Assumed Liabilities or that otherwise should be delivered to Buyer and all moneys, checks or other instruments of payment to which Buyer is entitled; (c) Seller authorizes Buyer to receive and open all mail and other communications received by Buyer and to act with respect to such communications in such manner as Buyer may elect if such communications relate to the Assets, the business of Buyer or the Assumed Liabilities or, if such communications do not so relate, to forward the same promptly to Seller but in no event less than five (5) business days after receipt; (d) Seller shall promptly forward to Buyer any telephone calls, telecopies and other similar communications received by Seller that relate to the Assets, the business of Buyer or the Assumed Liabilities; and (e) Buyer shall as promptly as practical, but in no event later than five business days after receipt, deliver to Seller any mail, packages, notices, copies of service of process, and other similar items received by Buyer that relate to the Excluded Assets, the Excluded Liabilities, or that should otherwise be delivered to Seller, and all monies, checks or other instruments of payment to which Seller is entitled; and (f) Buyer shall promptly forward to Seller any telephone calls, telecopies, and other similar communications received by Buyer that relate to the Excluded Assets or Excluded Liabilities. Seller shall have the right to audit within ninety days of the Closing Date the receivables collected by Buyer following the Closing Date to determine the amount of Accounts Receivable due Seller. If an account debtor pays an account receivable of Buyer, but validly offsets or validly reduces the payment to Buyer as a result of any services provided by Seller to the account debtor prior to Closing, such amount shall be included in "Damages" as defined herein.

After the Closing Date. (a) Seller shall and shall cause its Affiliates to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller's ownership, rights and privileges in the Purchased Assets in Buyer. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and Buyer shall promptly execute and deliver, at have waived the cost of the requesting party, those instruments, documents and certificates as Seller or Buyer may reasonably request applicable condition to more effectively consummate the transactions contemplated hereby; (b) Seller shall as promptly as practical, but in no event later than five (5) business days after receipt, deliver to Buyer any mail, packages, notices, copies of service of process and other similar items received by Seller that relate to the Assets or the business of Buyer, or the Assumed Liabilities or that otherwise should be delivered to Buyer and all moneys, checks or other instruments of payment to which Buyer is entitled; (c) Seller authorizes Buyer to receive and open all mail and other communications received by Buyer and to act Closing with respect to such communications in such manner as Buyer may elect if such communications relate to item(s), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the AssetsClosing, the business parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the Assumed Liabilities or, if full benefits and liabilities of use of any such communications do Purchased Asset cannot so relate, be provided to forward the same promptly to Seller but in no event less than five (5) business days after receipt; (d) Seller shall promptly forward to Buyer any telephone calls, telecopies and other similar communications received by Seller that relate to the Assets, the business of Buyer or the Assumed Liabilities; and (e) Buyer shall as promptly as practical, but in no event later than five business days after receipt, deliver to Seller any mail, packages, notices, copies of service of process, and other similar items received by Buyer that relate to the Excluded Assets, the Excluded Liabilities, or that should otherwise be delivered to Seller, and all monies, checks or other instruments of payment to which Seller is entitled; and (f) Buyer shall promptly forward to Seller any telephone calls, telecopies, and other similar communications received by Buyer that relate to the Excluded Assets or Excluded Liabilities. Seller shall have the right to audit within ninety days of the Closing Date the receivables collected by Buyer following the Closing Date pursuant to determine the amount of Accounts Receivable due Seller. If an account debtor pays an account receivable of Buyerthis Section 6.11, but validly offsets then Buyer and Seller shall enter into such arrangements (including subleasing or validly reduces the payment subcontracting if permitted) designed to provide to Buyer as a result the economic and operational equivalent of any services provided obtaining such authorization, approval, consent or waiver and the performance by Seller Buyer of the obligations thereunder to the account debtor prior to Closing, such amount shall be included in "Damages" as defined hereinextent permitted by Law.

After the Closing Date. Buyer shall cause to be prepared a balance sheet of the Company and the Company Subsidiary on a consolidated basis as of immediately prior to the Closing (athe "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP and utilizing the Accounting Principles; provided, however, that if there is a conflict between GAAP and the Accounting Principles, GAAP shall be applied. Buyer shall deliver the Closing Balance Sheet, together with the Closing Statement, to Seller Representative within thirty (30) days after the Closing Date. If within thirty (30) days following the delivery of the Closing Balance Sheet, Seller Representative has not given Buyer written notice (a "Dispute Notice") of its objection to any item in the Closing Balance Sheet and/or the Closing Statement (such notice, if given, must contain a statement reasonably detailing the basis of Seller Representative's objection to each disputed item), then the Closing Balance Sheet and the Closing Statement shall be deemed final and binding on Buyer and Sellers. If Seller Representative delivers a Dispute Notice, then Buyer and Seller Representative shall consult in good faith to resolve the disputed items set forth in the Dispute Notice and, if any disputed items have not been resolved within thirty (30) days following delivery of the Dispute Notice, the issues that remain in dispute will be submitted to an accounting or valuation firm mutually agreed between the Seller Representative and Buyer (each acting reasonably) (the "Accountants") for resolution. Any item not specifically referred to the Accountants for resolution shall promptly execute be final and deliver, at binding on Buyer and Sellers. If any items in dispute are submitted to the cost of Accountants for resolution: (A) Buyer and Seller Representative shall furnish to the requesting party, those instruments, Accountants and each other such work papers and other documents and certificates information relating to the disputed issues as Seller the Accountants may request and are available to that Party (or Buyer may reasonably request its accountants) or within the control of such parties, and shall be afforded the opportunity to more effectively consummate present to the transactions contemplated herebyAccountants any materials relating to the determination and to discuss the determination with the Accountants; (bB) the Accountants shall be authorized to resolve each item in dispute by choosing a value between Buyer's position for such item (as set forth in the Closing Balance Sheet and/or the Closing Statement) and Seller shall Representative's position for such item (as promptly as practical, but set forth in no event later than five (5) business days after receipt, deliver to Buyer any mail, packages, notices, copies of service of process and other similar items received by Seller that relate to the Assets or the business of Buyer, or the Assumed Liabilities or that otherwise should be Dispute Notice delivered to Buyer and all moneys, checks by Seller Representative) or within such other instruments range of payment to which Buyer is entitled; (c) Seller authorizes Buyer to receive and open all mail and other communications received by numbers as Buyer and to act with respect to such communications Seller Representative may agree in such manner as Buyer may elect if such communications relate writing and shall thereafter deliver to the Assets, the business of Buyer or the Assumed Liabilities or, if such communications do not so relate, to forward the same promptly to Seller but Accountants in no event less than five (5) business days after receipt; (d) Seller shall promptly forward to Buyer any telephone calls, telecopies and other similar communications received by Seller that relate to the Assets, the business of Buyer or the Assumed Liabilitieswriting; and (eC) Buyer shall as promptly as practical, but in no event later than five business days after receipt, deliver to Seller any mail, packages, notices, copies of service of process, and other similar items received the determination by Buyer that relate to the Excluded Assets, the Excluded Liabilities, or that should otherwise be delivered to Seller, and all monies, checks or other instruments of payment to which Seller is entitled; and (f) Buyer shall promptly forward to Seller any telephone calls, telecopies, and other similar communications received by Buyer that relate to the Excluded Assets or Excluded Liabilities. Seller shall have the right to audit within ninety days Accountants of the Closing Date the receivables collected by Buyer following Balance Sheet, the Closing Date Statement and the Adjustment Amount, as set forth in a written notice delivered to determine both parties by the amount Accountants, shall be binding and conclusive on the parties. The fees of Accounts Receivable due Seller. If an account debtor pays an account receivable of the Accountants for such determination shall be borne by Buyer, but validly offsets or validly reduces on the payment to Buyer as a result of any services provided by Seller one hand, and Sellers, on the other hand, in inverse proportion to the account debtor prior to Closingmanner in which such parties prevail on the items resolved by the Accountants, such amount which proportionate allocation shall be included calculated on an aggregate basis based on the relative dollar values of the amounts in "Damages" as defined hereindispute and shall be computed by the Accountants at the time the determination of the Accountants is rendered.

After the Closing Date. Buyer and Seller each shall promptly notify the other party in writing of the commencement of any tax audit or administrative or judicial proceeding affecting the taxes of the Company relating to taxable years commencing before the Closing Date. Such notice shall include copies of any document received from any taxing authority. If either Buyer or Seller fails to give the other party prompt notice of an asserted tax liability as required by this Section, then (a) if the indemnifying party is precluded by such failure from contesting any asserted tax liability in the appropriate administrative or judicial forums, then such indemnifying party shall not have any obligation to indemnify the other party for any loss or damage arising out of such asserted tax liability, and (b) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment to the indemnifying party, then any amount which the indemnifying party would otherwise be required to pay pursuant to this Agreement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing and at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against Seller (any such audit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"). Seller may elect to participate in the portion of the Contest with respect to which indemnity may be sought. If Seller so elects to participate in the Contest of an asserted tax liability, Seller shall notify Buyer of its intent to do so, and Buyer and Seller shall cooperate in good faith and Buyer shall promptly execute and deliver, at cause the cost Company or its successor to cooperate in good faith in each phase of such Contest. The portion of the requesting party, those instruments, documents and certificates as Seller or Buyer may reasonably request to more effectively consummate the transactions contemplated hereby; (b) Seller shall as promptly as practical, but in no event later than five (5) business days after receipt, deliver to Buyer any mail, packages, notices, copies of service of process and other similar items received by Seller that relate to the Assets or the business of Buyer, or the Assumed Liabilities or that otherwise should be delivered to Buyer and all moneys, checks or other instruments of payment to which Buyer is entitled; (c) Seller authorizes Buyer to receive and open all mail and other communications received by Buyer and to act Contest with respect to such communications which indemnity may be sought shall not be settled without the consent of Seller. If Seller elects in such manner as Buyer may elect if such communications relate writing not to participate in the AssetsContest, the business of or contests its obligation to indemnify hereunder, Buyer or the Assumed Liabilities orCompany may pay, if compromise or contest such communications do not so relateasserted tax liability. However, to forward in such case, neither Buyer nor the same promptly to Seller but Company (including any designated representative of either) may settle or compromise any asserted tax liability in no event less than five (5) business days a manner that would create an indemnification obligation unless such settlement or compromise would be reasonable in the case of a person that owned the Company both before and after receipt; (d) Seller shall promptly forward to Buyer any telephone calls, telecopies and other similar communications received by Seller that relate to the Assets, the business of Buyer or the Assumed Liabilities; and (e) Buyer shall as promptly as practical, but in no event later than five business days after receipt, deliver to Seller any mail, packages, notices, copies of service of process, and other similar items received by Buyer that relate to the Excluded Assets, the Excluded Liabilities, or that should otherwise be delivered to Seller, and all monies, checks or other instruments of payment to which Seller is entitled; and (f) Buyer shall promptly forward to Seller any telephone calls, telecopies, and other similar communications received by Buyer that relate to the Excluded Assets or Excluded Liabilities. Seller shall have the right to audit within ninety days of the Closing Date the receivables collected by Buyer following the Closing Date to determine the amount of Accounts Receivable due Seller. If an account debtor pays an account receivable of Buyer, but validly offsets or validly reduces the payment to Buyer as a result of any services provided by Seller to the account debtor prior to Closing, such amount shall be included in "Damages" as defined hereinDate.