Common use of After Closing Clause in Contracts

After Closing. Buyer is responsible for preparing all documents relating to the transfer of Loans and Obligations not delivered by Seller at Closing, with one exception: if 3. Buyer is not granted a limited power of attorney per section 3.1(f), Seller will provide all endorsements and allonges to Notes and will execute them. However, if Buyer is granted a limited power of attorney per section 3.1(f), Buyer will prepare all endorsements and allonges to Notes and will execute them as attorney-in-fact for the Seller. The form in which Buyer will prepare the endorsements and allonges to Notes is as follows: Pay to the order of Without Recourse FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver of Reliance Bank, White Plains, NY By: Title: Attorney-in-Fact All documents Buyer prepares shall be in appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction and otherwise subject to the limitations set forth herein, and Buyer shall be solely responsible for the preparation, contents and form of such documents. Buyer hereby releases Seller from any loss or damage incurred by Buyer due to the contents and form of such documents and shall indemnify and hold Seller harmless for any action or cause of action by any person, including Buyer, arising out of the contents or form of any such documents, including without limitation, any claim relating to the adequacy or inadequacy of any of such documents or instruments for the purposes thereof. If any such documents delivered by Buyer to Seller for execution are unacceptable to Seller for any reason whatsoever, Seller may return such document to Buyer along with an explanation as to why the document is unacceptable to Seller. When requesting execution of any such document, Buyer shall furnish Seller with the Loan Pool and the Loan numbers set forth on the Schedule of Loans, and a copy of the Note(s), a copy of the Collateral Document to be transferred, and copies of any previous assignments of the applicable Collateral Document.

After Closing. the Buyer is responsible shall from time to time ▇▇▇▇ the Seller for preparing all documents relating to Work, and the transfer Seller shall in turn, ▇▇▇▇ the Proper Authorities for the Work in the same amount, each in accordance with the payment schedules and terms and conditions of Loans and Obligations not delivered by Seller at Closing, with one exception: if the respective Government Contracts. Promptly upon Seller's receipt of payment of such bills (but in no event more than three (3. Buyer is not granted a limited power ) business days after receipt of attorney per section 3.1(fsuch payments), Seller will provide all endorsements and allonges to Notes and will execute them. However, if Buyer is granted a limited power of attorney per section 3.1(f), Buyer will prepare all endorsements and allonges to Notes and will execute them as attorney-in-fact for shall endorse the Seller. The form in which Buyer will prepare the endorsements and allonges to Notes is as follows: Pay same to the order of Without Recourse FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver of Reliance Bankthe Buyer and deliver the same to the Buyer, White Plains, NY By: Title: Attorneyor shall wire transfer such payment to an account designated by Buyer. With regard to work-in-Fact All documents Buyer prepares process and unbilled costs and expenses with respect to Government Contracts performed by the Seller on or before the date of Closing but not billed on or before the date of Closing, such work-in-process and unbilled costs and expenses shall be in appropriate form suitable for filing or recording (if applicable) included in the relevant jurisdiction and otherwise subject next appropriate bills to the limitations respective Proper Authorities (which bills may include post-Closing Work performed by the Buyer) and the Seller, to the extent such amounts were not included on the Closing Balance Sheet, shall be entitled to the payments therefor (with an appropriate allocation of the payment of the applicable bills if such bills included post-Closing Work performed by the Buyer). The Seller hereby represents and warrants that set forth hereinin SCHEDULE 2.9(g) is a complete and accurate list of the total dollar amount billed under each such Government Contract through February 29, and Buyer 2004. For the period February 29, 2004 through the Closing, Seller shall be solely responsible ▇▇▇▇ for the preparation, contents Government Contracts at the same overhead and form of general and administrative rates as has been previously used for each such documentsGovernment Contract in the past. Buyer hereby releases Seller from any loss or damage incurred by Buyer due to the contents and form of such documents and shall indemnify and hold Seller harmless for any action or cause of action by any person, including Buyer, arising out of the contents or form of any such documents, including without limitation, any claim Whichever party pays invoices relating to the adequacy Government Contracts shall also be entitled to ▇▇▇▇ therefor. Seller will pay for direct labor and will be entitled to ▇▇▇▇ therefor through the Closing. Neither party shall seek a higher overhead or inadequacy of any of such documents or instruments general and administrative rate for the purposes thereof. If any such documents delivered by Buyer to Seller for execution are unacceptable to Seller for any reason whatsoever, Seller may return such document to Buyer along with an explanation as to why the document is unacceptable to Seller. When requesting execution of any such document, Buyer shall furnish Seller with the Loan Pool and the Loan numbers set forth on the Schedule of Loans, and a copy of the Note(s), a copy of the Collateral Document to be transferred, and copies of any previous assignments of the applicable Collateral Documentservices performed through Closing.

After Closing. Buyer is responsible for preparing shall exercise reasonable efforts to collect, from present and former tenants and licensees under Leases (in each instance, a "Tenant") any and all documents relating amounts that are payable to Seller under the transfer of Loans and Obligations not delivered by Seller at Closing, with one exception: if 3. Buyer is not granted a limited power of attorney per section 3.1(f), Seller will provide all endorsements and allonges to Notes and will execute them. However, if Buyer is granted a limited power of attorney per section 3.1(f)foregoing provisions; however, Buyer will prepare all endorsements and allonges shall not be required to Notes and will execute them as attorney-in-fact for the Sellerinstitute any litigation or to incur any attorneys fees to collect those amounts. The form If after Closing Buyer receives any payment of a type described in Section 13.4(f) with respect to any portion of an Accounting Period in which the Adjustment Time shall have occurred, then Buyer will prepare shall, within five (5) Business Days after that receipt, pay Seller (a) Seller's Pro-Rata Share of that payment, less (b) the endorsements reasonable attorneys fees and allonges to Notes is as follows: Pay to the order other costs of Without Recourse FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver of Reliance Bank, White Plains, NY By: Title: Attorney-in-Fact All documents Buyer prepares shall be in appropriate form suitable for filing or recording collecting that payment (if applicableany) in the relevant jurisdiction and otherwise subject to the limitations set forth herein, and Buyer shall be solely responsible for the preparation, contents and form of such documents. Buyer hereby releases Seller from any loss or damage incurred by Buyer due to the contents and form of such documents and shall indemnify and hold Seller harmless for any action or cause of action by any person, including Buyer, arising out of the contents or form of any such documents, including without limitation, any claim relating to the adequacy or inadequacy of any of such documents or instruments for the purposes thereof. If any such documents delivered paid by Buyer to third parties. If after Closing Buyer receives any other payment from any Tenant over and above what is then owed to Buyer by the Tenant, then Buyer shall, within five (5) Business Days after that receipt, pay Seller for execution are unacceptable (a) so much of the excess as is equal to the amount then due Seller for any reason whatsoeverwith respect to that Tenant under the foregoing provisions, less (b) the reasonable attorneys fees and other costs of collecting that payment (if any) paid by Buyer to third parties. Seller may return also take action independently to collect amounts due Seller from Tenants to the extent Seller is entitled to such document to Buyer along with an explanation as to why amounts under the document is unacceptable to foregoing provisions; at Seller. When requesting execution of any such document's request and expense, Buyer shall furnish Seller cooperate with such independent actions of Seller. Seller's "Pro- Rata Share" is a fraction, the Loan Pool and numerator of which is the Loan numbers set forth on number of days from the Schedule of Loans, and a copy of the Note(s), a copy of the Collateral Document to be transferred, and copies of any previous assignments beginning of the applicable Collateral Document.Accounting Period to the Adjustment Time, and the denominator of which is the number of days

After Closing. Buyer is responsible for preparing all documents relating to the transfer of Loans and Obligations not delivered shall when requested by Seller at Closingfrom time to time from the date of this Agreement until the latest of (i) the termination of the Transition Services Agreement, with one exception: if 3. Buyer is not granted a limited power of attorney per section 3.1(f), Seller will provide all endorsements and allonges to Notes and will execute them. However, if Buyer is granted a limited power of attorney per section 3.1(f), Buyer will prepare all endorsements and allonges to Notes and will execute them as attorney-in-fact for the Seller. The form in which Buyer will prepare the endorsements and allonges to Notes is as follows: Pay to the order of Without Recourse FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver of Reliance Bank, White Plains, NY By: Title: Attorney-in-Fact All documents Buyer prepares shall be in appropriate form suitable for filing or recording (if applicableii) in the relevant jurisdiction and otherwise subject to the limitations set forth herein31 October 2005, and Buyer shall be solely responsible for (iii) when there are no longer any outstanding claims against Seller under this Agreement or the preparationTransaction Documents, contents provide Seller and form of such documents. Buyer hereby releases Seller from any loss or damage incurred by Buyer due its representatives with reasonable access during regular business hours upon reasonable prior notice and under other reasonable circumstances to the contents the: • Books and form of such documents Records and shall indemnify Contracts and hold Seller harmless for any action or cause of action by any person, including Buyer, arising out facilities of the contents or form of any such documentsCompany and the Subsidiary, including including, without limitation, the documents attached to or listed in the Disclosure Letter which are in the possession of Buyer and the Company, the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending litigation, accounting and actuarial methods, business plans and prospects, in each case wherever located, of the Company and the Subsidiary; • directors, officers and employees of the Company and the Subsidiary; and • auditors of the Company and the Subsidiary and use reasonable endeavours to procure that the auditors (both past and current) of the Company and the Subsidiary make available their audit working papers in respect of audits of the Company’s and the Subsidiary’s accounts for any claim relating relevant accounting period (but not so as to require Buyer, the adequacy Company or inadequacy of the Subsidiary to give any of such documents indemnity or instruments waiver in relation thereto), in each case, at Seller’s expense, for the purposes thereof. If of the proper performance of Seller’s obligations under the Transition Services Agreement, enforcing its rights under the Transaction Documents and defending any such documents delivered by Buyer Relevant Claims or other claims under the Transaction Documents, subject always to Seller for execution are unacceptable maintaining confidentiality in accordance with Section 6.4(b) to (d) in relation to any information and documents obtained pursuant to this Section 5.10(b) (“Documents and Information”). Buyer shall cooperate, and shall use reasonable endeavours to cause the Company and Buyer’s and the Company’s respective employees, agents and representatives, including (at Seller’s expense in respect of reasonable costs and expenses) their respective counsel and independent auditors/public accountants, to cooperate, as reasonably requested with Seller and its representatives in connection with the provision of access to Seller for any reason whatsoever, Seller may return such document and its representatives to Buyer along with an explanation as to why the document is unacceptable to Documents and Information at Seller’s expense. When requesting execution of any such document, Buyer shall furnish permit Seller with the Loan Pool and the Loan numbers set forth on the Schedule of Loans, and a copy (at Seller’s expense) to take copies of the Note(s), a copy of the Collateral Document to be transferred, Documents and copies of any previous assignments of the applicable Collateral DocumentInformation.

After Closing. the Buyer is responsible shall from time to time ▇▇▇▇ the Seller for preparing all documents relating to Work, and the transfer Seller shall in turn, ▇▇▇▇ the Proper Authorities for the Work in the same amount, each in accordance with the payment schedules and terms and conditions of Loans and Obligations not delivered by Seller at Closing, with one exception: if the respective Government Contracts. Promptly upon Seller’s receipt of payment of such bills (but in no event more than three (3. Buyer is not granted a limited power ) business days after receipt of attorney per section 3.1(fsuch payments), Seller will provide all endorsements and allonges to Notes and will execute them. However, if Buyer is granted a limited power of attorney per section 3.1(f), Buyer will prepare all endorsements and allonges to Notes and will execute them as attorney-in-fact for shall endorse the Seller. The form in which Buyer will prepare the endorsements and allonges to Notes is as follows: Pay same to the order of Without Recourse FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver of Reliance Bankthe Buyer and deliver the same to the Buyer, White Plains, NY By: Title: Attorneyor shall wire transfer such payment to an account designated by Buyer. With regard to work-in-Fact All documents Buyer prepares process and unbilled costs and expenses with respect to Government Contracts performed by the Seller on or before the date of Closing but not billed on or before the date of Closing, such work-in-process and unbilled costs and expenses shall be in appropriate form suitable for filing or recording (if applicable) included in the relevant jurisdiction and otherwise subject next appropriate bills to the limitations respective Proper Authorities (which bills may include post-Closing Work performed by the Buyer) and the Seller, to the extent such amounts were not included on the Closing Balance Sheet, shall be entitled to the payments therefor (with an appropriate allocation of the payment of the applicable bills if such bills included post-Closing Work performed by the Buyer). The Seller hereby represents and warrants that set forth hereinin Schedule 2.9(g) is a complete and accurate list of the total dollar amount billed under each such Government Contract through February 29, and Buyer 2004. For the period February 29, 2004 through the Closing, Seller shall be solely responsible ▇▇▇▇ for the preparation, contents Government Contracts at the same overhead and form of general and administrative rates as has been previously used for each such documentsGovernment Contract in the past. Buyer hereby releases Seller from any loss or damage incurred by Buyer due to the contents and form of such documents and shall indemnify and hold Seller harmless for any action or cause of action by any person, including Buyer, arising out of the contents or form of any such documents, including without limitation, any claim Whichever party pays invoices relating to the adequacy Government Contracts shall also be entitled to ▇▇▇▇ therefor. Seller will pay for direct labor and will be entitled to ▇▇▇▇ therefor through the Closing. Neither party shall seek a higher overhead or inadequacy of any of such documents or instruments general and administrative rate for the purposes thereof. If any such documents delivered by Buyer to Seller for execution are unacceptable to Seller for any reason whatsoever, Seller may return such document to Buyer along with an explanation as to why the document is unacceptable to Seller. When requesting execution of any such document, Buyer shall furnish Seller with the Loan Pool and the Loan numbers set forth on the Schedule of Loans, and a copy of the Note(s), a copy of the Collateral Document to be transferred, and copies of any previous assignments of the applicable Collateral Documentservices performed through Closing.