Common use of Post-Closing Clause in Contracts

Post-Closing. (a) During the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the 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 (ii) that are located inside of the 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 this 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, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Network.

Post-Closing. (ai) During Following the thirty-six (36) month period after Closing Date, Buyer shall, and shall cause the ClosingAcquired 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 request by Oncoraccess to Buyer's and the Acquired Companies' employees, CURRENT shall provide in the case of either clause (x) or (y), for the Constructed BPL Networkpreparation 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 Assumed Contracts timely preparation pursuant to Seller's then-current schedule and Transferred Permitsfiling 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 software that is the subject of the License AgreementAcquired Companies', any operational information affiliates, employees and details, construction and installation information, and equipment and component information representatives to (A) reasonably required cooperate with Seller in connection with the operation foregoing and control (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Constructed BPL Network; provided that this Section 1.5(aClosing 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) is 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 intended to be a replacement for Training Services set forth on Schedule C to unreasonably interfere with the Sales Agreementbusiness operations of Buyer, any Acquired Company or any of their respective successors. (bii) No later than thirty Following the Closing Date, Seller shall allow Buyer, upon one (301) days 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 ClosingClosing 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, any finished goods inventory and additional components in the case of either clause (ix) that are located outside or (y), for the review of the United States shall be delivered by Seller to Buyer in Dallas, TexasJune Financial Statements, and (ii) that are located inside 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 the United States shall be retrieved by Buyer from Sellerany third-party litigation. Seller shall pay all customs dutiescause its affiliates, import taxes employees and freight representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory examination and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved copying by Buyer shall be payable by Seller upon ten for a period of not less than six (106) 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, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that 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 be attributable to not unreasonably interfere with the Seller); provided that each party provides the other with a copy business operations of Seller or any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networksuccessors.

Post-Closing. (ai) During Following the thirty-six (36) month period after Closing Date, Buyer shall, and shall cause the ClosingAcquired 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 request by Oncoraccess to Buyer’s and the Acquired Companies’ employees, CURRENT shall provide in the case of either clause (x) or (y), for the Constructed BPL Networkpreparation 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 Assumed Contracts timely preparation pursuant to Seller’s then-current schedule and Transferred Permitsfiling 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 software that is the subject of the License AgreementAcquired Companies’, any operational information affiliates, employees and details, construction and installation information, and equipment and component information representatives to (A) reasonably required cooperate with Seller in connection with the operation foregoing and control (B) under the supervision of Seller, prepare the June Financial Statements, to the extent not yet prepared and finalized as of the Constructed BPL Network; provided that this Section 1.5(aClosing 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) is 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 intended to be a replacement for Training Services set forth on Schedule C to unreasonably interfere with the Sales Agreementbusiness operations of Buyer, any Acquired Company or any of their respective successors. (bii) No later than thirty Following the Closing Date, Seller shall allow Buyer, upon one (301) days 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 ClosingClosing 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, any finished goods inventory and additional components in the case of either clause (ix) that are located outside or (y), for the review of the United States shall be delivered by Seller to Buyer in Dallas, TexasJune Financial Statements, and (ii) that are located inside 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 the United States shall be retrieved by Buyer from Sellerany third-party litigation. Seller shall pay all customs dutiescause its affiliates, import taxes employees and freight representatives to reasonably cooperate with Parent and Buyer in connection with the foregoing. Seller shall maintain such books and records for any material not located in the United States on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between the quantity of the finished goods inventory examination and additional components described in Schedule C and the actual finished goods inventory and additional components delivered to or retrieved copying by Buyer shall be payable by Seller upon ten for a period of not less than six (106) 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, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that 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 be attributable to not unreasonably interfere with the Seller); provided that each party provides the other with a copy business operations of Seller or any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networksuccessors.

Post-Closing. (a) During In the thirty-six (36) month period 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 ClosingFacilities, the Purchaser shall have a right of first refusal to acquire such New Facility upon the reasonable request by Oncor, CURRENT terms and conditions hereinafter set forth. The Purchaser shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the 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 have thirty (30) days after the Closing, receipt from Magellan of a copy of an executed letter of intent with a seller of any finished goods inventory and additional components (i) that are located outside 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 United States Purchaser's right to exercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction 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 consummate such transaction on substantially the terms as set forth in the letter of 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 delivered resolved by Seller appraisal in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to Buyer this Section 14.2, shall have the meaning given such term in DallasSection 14.1(a) hereof. If the Purchaser exercises its right of first refusal, Texasthe Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the 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, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (ii2) that are located inside Magellan's and OpCo's execution at or as of the United States shall closing of the acquisition of such New Facility of (A) 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 franchise fee payable for such New Facility to be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes determined on the same basis as the franchise fee payable for the Facilities during the first and freight for any material not located second Contract Years (as defined in the United States Franchise Agreement), escalating on the date same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Agreement. Any dollar amount shortfall resulting from Section 14.2 shall survive Closing for 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, such share being equivalent to the percentage that is period equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount term of the personal property tax liability for such calendar yearFacilities Lease, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networkincluding all extensions and renewals thereof.

Post-Closing. (a) During 9.1 At the thirty-six (36) month period reasonable request of the Company after the Asset Transfer Closing, Hemispherian shall promptly execute and deliver such instruments and do and perform such acts and things as may be necessary or desirable for effecting the consummation of the transactions contemplated hereby and the assignment of the Transferred Assets, including without limitation, prompt execution, acknowledgment and recordation of other such papers, as necessary or desirable for fully perfecting and conveying to the Company the benefit of the transactions contemplated herein and for facilitating the approval by the relevant Governmental Authority. 9.2 Hemispherian acknowledges and agrees that the Company may, from time to time, in its conduct and furtherance of the JV Business and during the expected development, registration and commercialization processes of the Compounds and/or other products, require additional clarification, information, documentation and other materials from Hemispherian in respect of the Transferred Assets. Hemispherian shall, on an on-going basis after the Asset Transfer Closing Date, cooperate with and respond promptly to the Company’s reasonable written requests and provide or procure to be provided to the Company all such additional clarification, information, documentation, and other materials. In addition, ▇▇▇▇▇▇▇▇▇▇▇▇ agrees that it shall, upon the Company’s reasonable request request, after the Asset Transfer Closing, assist the Company in obtaining services provided by OncorThird Parties, CURRENT shall provide for including without limitation the Constructed BPL Networksuppliers and service providers that were engaged by Hemispherian in relation to the production, the Assumed Contracts supply, research and Transferred Permitsdevelopment, and the software that is the subject regulatory matters, and with respect to any other aspect of the License JV Business. 9.3 Hemispherian undertakes to forward and transfer to the Company as soon as practicable, any documents, information, communications, correspondence or payments which Hemispherian may receive after the Asset Transfer Closing Date in relation to the Transferred Assets and which should have properly been received by or addressed to the Company pursuant to the terms of this Agreement or the Joint Venture Agreement, and agrees that any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the 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 payments so received by Hemispherian 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 (ii) that are located inside of the 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 this 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, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Asset Transfer Closing Date shall be attributable held by it as agent of the Company. 9.4 Hemispherian undertakes to forward and transfer to the Seller); provided that each party provides the other with a copy of Company as soon as practicable but in any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount event within six (6) months of the personal property tax liability for such calendar yearAsset Transfer Closing Date, all copies of documents issued by relevant Governmental Authorities or other documentary evidence demonstrating the other party shall reimburse such party for such amounts paid that are attributable to its ownership approval of the Constructed BPL Networkregulatory file transfers in accordance with Section 7.3 then in its possession or control.

Post-Closing. (a) During Sellers will be obligated to buy clocks from the thirty-six 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 (36excluding FedEx Orders as indicated at Section 7.2(b) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the 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 Agreementbelow). (b) No later than thirty (30) days after Sellers will buy from Buyer the ClosingTA7700 color display, any finished goods inventory 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 additional components (i) ending at May 31, 2008. The parties acknowledge and agree that are located outside of the United States shall be delivered by Seller to Buyer in Dallas, Texas, and (ii) that are located inside of the 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 this 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 no royalties shall be payable by Seller upon ten (10) days notice from BuyerBuyer with respect to such sales. (c) Each party 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 liable forsubject to this nonsolicitation provision. (i) Following the Closing, (1) Sellers agree not to sell its proportionate share time and attendance products to the reseller accounts listed on Exhibit A to this Agreement, and (2) Buyer agrees not to sell any of personal property tax attributed its time 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, subject to the exception set forth in subparagraph (j) immediately below. Each Party agrees that the other Party shall have the right to enforce its rights under this subparagraph (i) in a New York court of law having jurisdiction over such matters. Buyer further acknowledges and 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 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 (j) to purchase clocks from Buyer shall not arise until the earlier of sixty (60) days following the Closing or such time as Sellers have completed the integration of such clocks with Sellers’ software. If, upon the expiration of such sixty (60) day period, Buyer 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 Assets arising after the Closing, that have been received in Sellers bank account and/or offices after the Closing Date and are derived from Buyer’s activity arising after the Closing (hereinafter “Buyer’s receivables”). The Buyer’s receivables will be transferred to 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 be entitled to change the name of Sellers 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 of the Purchased Assets to any third party after the signing of this 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) In case Sellers sell, or cause any third party acting on behalf of Sellers to sell, any of the Purchased Assets related to time and attendance to the Resellers listed in Exhibit A and or to the Buyer clients listed in Exhibit O, Buyer shall be entitled to seek Damages from the Sellers, 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. (iii) In case any of any breach of Sellers representations, warranties or covenants relating to its respective good title ownership of the Constructed BPL Network following assets: intellectual property rights regarding original software (sources) programs, kernel, of the following Sellers products: GENESIS SQL, GENESIS PRO, TA100, TA100PRO, ▇▇▇▇, ▇▇▇▇▇▇, TA50 PRO and the TA7000 Product Series (“TA7000”) and the associated firm ▇▇▇▇ 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 any breach of Sellers representations, warranties or covenants relating to any other restrictions and/or any liens apart the exciting in favor of Laurus Master Fund Ltd. on the Acquired 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. (p) Under no circumstances shall Sellers aggregate liability for matters set forth in Section (n)(iii) and (o) exceed U.S. $1,000,000 in the 2008 calendar yearaggregate. 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, such share being equivalent Buyer covenants and agrees that it cannot, directly or indirectly, resell the source code for NETtime versions 5 and 6 to any third party whatsoever. Buyer shall cease using the NETtime name not later than 90 days following the 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 percentage that 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 Exhibit Q is equal Buyer’s price listing relating to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date prices Buyer agrees to sell such parts to Sellers solely for Sellers’ FedEx’s order relating to 355 TA7700 clocks. Such prices to Sellers shall be attributable to 35% above the Seller); provided that each party provides the other with a copy of any tax invoice for prices set forth in such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Networkprice list.

Post-Closing. (a) During Concurrently with the thirty-six (36) month period after consummation of the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL NetworkMDA Sale Transactions, the Assumed Contracts and Transferred Permits, Administrative Agent and the software that is the subject Lenders shall have received a certificate of an Authorized Officer of the License Agreement, any operational information Borrower dated as of such date (i) certifying that the MDA Sale Transactions were consummated and details, construction (ii) attaching true and installation information, and equipment and component information reasonably required in connection with the operation and control correct copies 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 Definitive Agreements and the Sales MDA Security Documents (other than the MDA Security Agreement). (b) No later than thirty (30) days after Concurrently with the Closingconsummation of the MDA Sale Transactions, any finished goods inventory the Borrower shall deliver to the Administrative Agent and additional components Lenders, a pro forma business plan for the next twelve months that (i) that are located outside has been approved by the Borrower’s Board of Directors, (ii) is consistent with the United States shall be delivered by Seller to Buyer Borrower’s focus on the core development of Products (as defined in Dallas, Texasthe LOI), and (iiiii) that are located inside of is reasonably satisfactory to the 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 this 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 BuyerLenders. (c) Each party will pay Within four (and be liable for4) its proportionate share of personal property tax attributed to its respective ownership Business Days of the Constructed BPL Network 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 2008 calendar yearSatixFy Share Issuance, such share being equivalent in a form substantially similar to what was delivered on the Effective Date, and the Lenders shall have provided notice, which may be by email, to the percentage that is equal Administrative Agent confirming such issuance. (d) Within one (1) Business Day after the Amendment Effective Date, Borrower shall have paid in immediately available funds, all reasonable and documented costs and expenses of the Administrative Agent and the Lenders party hereto in an amount not to exceed $75,000, and the reasonable documented fees and disbursements of counsel to the number Administrative Agent and the Lenders party hereto, in connection with the negotiation, preparation, execution and delivery of days it owned this Amendment and any other documents to be delivered in connection herewith on the Constructed BPL Network in Amendment Effective Date or after such date. (e) By June 7, 2023, the 2008 calendar year divided by 366 (provided that Borrower shall have received the Closing Date shall be attributable Advance Payment, and delivered a written confirmation to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount Lenders (which may be by email) of the personal property tax liability for receipt of such calendar yearpayment. (f) Notwithstanding anything herein or in any other Loan Document to the contrary, the other party shall reimburse such party for such amounts paid that are attributable to its ownership failure of the Constructed BPL NetworkBorrower to satisfy any of the obligations in this Section 5 within the time period set forth herein shall automatically result in an Event of Default.

Post-Closing. (a) During the thirty-six (36) month period after the ClosingAs soon as possible but in any event no later than November 30, upon the reasonable request by Oncor2003, CURRENT Borrowers shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control of the Constructed BPL Network; provided that this Section 1.5(a) is not intended deliver or caused to be a replacement for Training Services set forth on Schedule C delivered to the Sales Agreement.Lender the following documents each dated such date and in form and substance satisfactory to the Lender and duly executed by all appropriate parties: (b) No later than thirty (30) days after the Closing, any finished goods inventory and additional components (i) An updated machinery and equipment appraisal, conducted by an appraiser satisfactory to the Lender and at the Borrowers’ sole cost and expense, which appraisal shall be accompanied by a written report of said appraiser and shall identify no issues or conditions unacceptable to the Lender in its sole discretion; (ii) Evidence that are located outside the Lender’s security interest in all of the intellectual property described on Exhibit A attached hereto is properly reflected on the records of the United States shall be delivered by Seller Patent and Trademark Office (without limiting the generality of the foregoing, the Borrowers specifically agree to Buyer in Dallas, Texas, and provide satisfactory evidence that (iiA) that are located inside all trademarks whose ownership was previously registered on the records of the United States shall be retrieved by Buyer from Seller. Seller shall pay Patent and Trademark Office (the “PTO Records”) under the name “Wabash Foods, LLC” have been re-registered on such records under the name “▇▇▇▇▇ Brothers-Bluffton, LLC”, (B) notice of the Lender’s security interest in all customs dutiessuch trademarks is properly reflected on the PTO Records, import taxes and freight for any material not located (C) notice of the Lender’s security interest in the United States “Crunch Toons” trademark (or the application therefor) is properly reflected on the date of this Agreement. Any dollar amount shortfall resulting from a discrepancy between PTO Records); (iii) A certain Landlord’s Waiver relating to the quantity Bluffton, IN facility; and (iv) Such other documents or instruments as the Lender may reasonably require, including, without limitation, (A) evidence 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 termination of the Constructed BPL Network UCC filing against PBI in Maricopa County, Arizona showing Norwest Business Credit, Inc. as secured party, (B) evidence of the termination of all UCC filings against Boulder in the 2008 calendar yearstates of Arizona and Colorado showing Boulder Potato Company as secured party, such share being equivalent and (C) any other financing statements, terminations, notices or other instruments required by Lender to evidence or perfect more effectively the percentage that is equal to the number security interest of days it owned the Constructed BPL Network Lender in the 2008 calendar year divided by 366 Collateral (provided as that term is defined in the Closing Date shall be attributable to the SellerSecurity Agreement); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Network.

Post-Closing. The Parties acknowledge that their intent is not to invoice or ▇▇▇▇ the other Party for cash calls or joint interest ▇▇▇▇▇▇▇▇ (a“JIB(s)”) During with respect to any well proposed to be drilled or well then currently conducting drilling and/or completion operations on the thirty-six Subject Leases. However, if an Assignor is assigning a portion of the 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 gas operations involving such portion of the Subject 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 (36herein “Payments”) month period after made, net of all revenues received, in connection with such portion of the 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 (or revenues) with respect to that Party’s interest in and to the Excluded Wellbores or the Excluded Assets; provided, however, for the avoidance of doubt, that income, franchise, and 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, upon unless such direct cash flows are with respect to the reasonable request 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 date of execution and delivery of the Assignments described in Paragraph 3.4 herein by Oncorwire transfer of certified funds: Except as otherwise provided in this Agreement, CURRENT all costs, expenses, disbursements, and obligations attributable to the Subject Leases for periods of time prior to the Effective Date shall be the obligation of the applicable 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 Closing Settlement Statement and Post-Closing Settlement Statement mechanism below. At least five (5) business days prior to Closing, ___________ shall provide for ___________ with a closing settlement statement covering all adjustments, without duplication, to be made at Closing under this transaction in substantially the Constructed BPL Networksame form and content as Exhibit “F” (the “Closing Settlement Statement”). To the extent available, the Assumed Contracts actual numbers shall be used. If not available, ___________ shall use reasonable and Transferred Permits, and the software that is the subject good faith estimates of the License Agreementsame, any operational information and details, construction and installation information, and equipment and component information reasonably required which estimates shall be adjusted to take into account actual numbers in connection with the operation 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 control ___________ shall have no obligation to make an accrual for revenues not received as of the Constructed BPL Network; provided that this Section 1.5(aClosing. Within ninety (90) is not intended days after Closing, ___________ shall provide ___________ with a settlement statement covering all adjustments, without duplication, to be a replacement for Training Services set forth on Schedule C made pursuant to this Agreement, in substantially the Sales Agreement. same form and content as Exhibit “G” (b) No later than the “Post-Closing Settlement Statement”). ___________ shall have thirty (30) days to review and provide comments on the Post-Closing Settlement Statement. The Parties shall then agree upon the Post-Closing Settlement Statement within sixty (60) days from receipt by ___________. To the extent that no post-closing adjustment is necessary, ___________ may notify ___________ of such in writing within ninety (90) days after the Closing, any finished goods inventory and additional components ___________ shall have thirty (i30) that are located outside of the United States shall be delivered by Seller days to Buyer in Dallas, Texas, and respond with its own Post-Closing Settlement Statement (ii) that are located inside of the 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 this Agreementevent that ___________ does not agree that a Post-Closing Settlement Statement is not necessary). Any dollar amount shortfall resulting from The Parties shall then negotiate in good faith in an attempt to agree upon 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 mutually acceptable Post-Closing Settlement Statement within sixty (1060) days from ___________’s notice from Buyerto ___________. (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, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Network.

Post-Closing. (a) During On the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL NetworkOriginal Financing Statement Termination Date, the Assumed Contracts First Lien Administrative Agent will terminate the Original Financing Statement. or indemnification or otherwise (including any post-petition interest, whether or not allowed or allowable in any insolvency proceeding) and Transferred Permitsany refinancings, and the software that is the subject substitutions, extensions or replacements thereof. The aggregate amount of the License AgreementFirst Lien Obligations shall be increased by each protective advance and any DIP Loan (“Protective/DIP Advances”) made by any First Lien Claimholder without notice to or consent by the Second Lien Claimholders, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the 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. aggregate principal amount of such additional protective advances and DIP Loans shall in no event exceed $75,000,000 at any time outstanding (b) No later than thirty (30) days after the Closing“Maximum Additional First Lien Indebtedness Amount”). For the avoidance of doubt, any finished goods inventory and additional components (i) that are located outside the principal amount of any loans under the United States Term Loan Facility constituting First Lien Obligations shall be delivered reduced by Seller the aggregate amount of all repayments or prepayments of principal of such loans made under the Term Loan Facility on the Closing Date (subject, at all times, to Buyer any increases in Dallas, Texas, principal amount resulting from any Protective/DIP Advances in an amount not to exceed the Maximum Additional First Lien Indebtedness) and (ii) that are located inside the First Lien Obligations shall not include (x) the aggregate amount of any amendment to increase the “applicable margin” or similar component of interest rate under any of the 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 this 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, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that documents after the Closing Date shall be attributable related to the Seller); provided First Lien Credit Facility that each party provides exceeds 3.00% per annum (the other with a copy of “First Lien Debt Margin Cap”) or (y) any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount prepayment premium or prepayment fee under any of the personal property tax liability for such calendar yeardocuments related to the First Lien Credit Facility in excess of the Exit Fee. Second Lien Claimholders: U.S. Bank National Association (the “Second Lien Agent”) and the purchasers (the “Purchasers” and, collectively with the Second Lien Agent, the other “Second Lien Claimholders”) from time to time party shall reimburse such party for such amounts paid that to the Note Purchase Agreement, dated August 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”). The First Lien Claimholders and the Second Lien Claimholders are attributable to its ownership of the Constructed BPL Network“Secured Parties”.

Post-Closing. Sellers jointly and severally covenant and agree that, after the Closing Date, each will: (a) During At no cost to Sellers, reasonably cooperate with Purchaser if Purchaser is required to include audited financial statements with respect to the thirty-six (36) month period after the Closing, upon the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required Facilities in connection its filings with the operation Securities 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.Exchange Commission; (b) No later than thirty Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Sellers, reasonably may be necessary to assure, complete and evidence the transfer and conveyance of Sellers’ Assets as contemplated by this Agreement; (30c) days after File the Closingannual cost reports for the Facilities currently within the periods required by Medicare, Medicaid and any finished goods inventory other third party payor and provide any additional components documentation to support the amounts claimed under such cost reports within such time periods; (d) With respect to the P▇▇▇▇▇▇▇ Facility, during the period commencing on the Closing Date and ending on the P▇▇▇▇▇▇▇ Closing Date: (i) that are located outside Sellers will operate the P▇▇▇▇▇▇▇ Facility only in the ordinary course and with due regard to the proper maintenance and repair of the United States shall Real Property and Personal Property relating to the P▇▇▇▇▇▇▇ Facility, to the end that the P▇▇▇▇▇▇▇ Facility and related Personal Property will be delivered maintained substantially in the same condition as they were in at the Closing Date, ordinary wear and tear, insured casualty loss and taking by Seller to Buyer in Dallas, Texas, and eminent domain excepted; (ii) Sellers will not (i) make any material change in the operation of the P▇▇▇▇▇▇▇ Facility, (ii) sell or agree to sell any items of machinery, equipment or other fixed assets of the P▇▇▇▇▇▇▇ Facility or (iii) otherwise enter into any agreements materially affecting the P▇▇▇▇▇▇▇ Facility, except in each case in the ordinary course of business; (iii) Sellers will maintain in force the existing insurance coverage or comparable insurance coverage with respect to the P▇▇▇▇▇▇▇ Facility owned by it; (iv) Sellers will not, except in the ordinary course of business, (i) enter into any lease, tenancy, contract or other commitment affecting the P▇▇▇▇▇▇▇ Facility or (ii) incur any additional indebtedness or amend, extend or renew any current debt instruments, whether in the ordinary course of business or otherwise, unless neither Purchaser nor the P▇▇▇▇▇▇▇ Facility is, following the P▇▇▇▇▇▇▇ Closing, obligated for, or encumbered by, any such indebtedness or debt instruments; (v) Sellers will file all returns, reports and filings of any kind or nature, with respect to the P▇▇▇▇▇▇▇ Facility, or will secure timely extensions for the filing thereof, required to be filed by Sellers, including state and federal tax returns and Medicare and Medicaid cost reports, and will timely pay all taxes or other obligations that are located inside due and payable with respect thereto, except to the extent that the same are being duly contested in good faith in accordance with applicable law and such contest does not materially affect Sellers or the P▇▇▇▇▇▇▇ Facility; (vi) Sellers will operate the P▇▇▇▇▇▇▇ Facility in compliance with all applicable municipal, county, state and federal laws, regulations, ordinances and orders as now in effect (including all applicable building, zoning and life safety codes with respect thereto) where the failure to comply therewith would have a material adverse effect on the business, property, condition (financial or otherwise) or operation thereof, as presently operated; (vii) Sellers will take all reasonable action to achieve compliance with any laws, regulations, ordinances, standards and orders applicable to the P▇▇▇▇▇▇▇ Facility that are enacted or issued after Closing Date and prior to the P▇▇▇▇▇▇▇ Closing where the failure to comply therewith would have a material adverse effect on the business, property, condition (financial or otherwise) or operation thereof, as presently operated; provided, that Purchaser acknowledges that a number of the United States shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes and freight for any material not located items requiring correction identified in the United States on October P▇▇▇▇▇▇▇ Clinical Survey have not been corrected as of the date of this Agreement. Any dollar ; (viii) Sellers will pay as and when due the accounts payable related to the P▇▇▇▇▇▇▇ Facility that arise in the ordinary course of business, except to the extent that the amount shortfall resulting owing is being duly contested by Sellers and such contest does not materially affect Sellers or the P▇▇▇▇▇▇▇ Facility; (e) Act in good faith and use its commercially reasonable best efforts to (i) acquire all governmental licenses, approvals and permits as are necessary to enable Purchaser to lawfully own and P▇▇▇▇▇▇▇ Seller to lawfully operate the P▇▇▇▇▇▇▇ Facility from a discrepancy between and after the quantity P▇▇▇▇▇▇▇ Closing Date and (ii) satisfy any and all conditions to the effectiveness thereof; and (f) Refrain from taking any action that is inconsistent with their obligations under this Agreement or that could hinder or delay the P▇▇▇▇▇▇▇ Closing or that would cause any representation, warranty or covenant made by Sellers in this Agreement or in any certificate, list, exhibit, or other instrument furnished or to be furnished pursuant hereto, or in connection with the transaction contemplated hereby, to be untrue in any material respect as of the finished goods inventory P▇▇▇▇▇▇▇ Closing Date; and (g) Sellers and additional components described any officer, director, employee, advisor or others authorized to act on any of their behalf (i) will not, directly or indirectly, initiate, solicit, authorize or encourage discussions relating to any P▇▇▇▇▇▇▇ Acquisition Proposal; (ii) will not participate in Schedule C negotiations in connection with or in furtherance of any P▇▇▇▇▇▇▇ Acquisition Proposal or permit any person other than Purchaser and its representatives to have any access to the P▇▇▇▇▇▇▇ Facility, or furnish to any person other than Purchaser and its representatives any non-public information with respect to the P▇▇▇▇▇▇▇ Facility; (iii) will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties, other than Purchaser, conducted on or before the date of this Agreement with respect to any P▇▇▇▇▇▇▇ Acquisition Proposal; and (iv) will immediately provide to Purchaser written notice of any P▇▇▇▇▇▇▇ Acquisition Proposal, including the name of the party seeking to initiate, continue or renew activities, discussions or negotiations regarding an P▇▇▇▇▇▇▇ Acquisition Proposal; and (h) Sellers shall cause the Deferred Maintenance Items and the actual finished goods inventory Environmental Issues to be performed, completed or resolved on or before October 31, 2005. Sellers shall provide Purchaser with written certification of completion of such Deferred Maintenance Items and additional components delivered to Environmental Issues on or retrieved by Buyer shall be payable by Seller upon ten (10) days notice from Buyerbefore October 31, 2005. (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, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse such party for such amounts paid that are attributable to its ownership of the Constructed BPL Network.

Post-Closing. (a) During the thirty-six As soon as reasonably practicable, but in no event later than ninety (3690) month period days after the ClosingClosing Date, upon Purchaser may prepare and cause to be delivered to Parent a statement (the reasonable request by Oncor, CURRENT shall provide for the Constructed BPL Network, the Assumed Contracts and Transferred Permits, and the software that is the subject “Final Closing Statement”) setting forth Purchaser’s calculations of the License Agreement, any operational information and details, construction and installation information, and equipment and component information reasonably required in connection with the operation and control Net Current Liabilities as 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 AgreementClosing. (b) No later than 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 not as arbitrators, resolve the dispute set forth in the Objection Notice. The fees, costs and 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 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 this Agreement (i.e., not on the basis of an independent review), and the 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 the Closing, any finished goods inventory and additional components its engagement (i) that are located outside whether the Estimated Closing Statement, the Final Closing Statement and the respective Net Current Liabilities derived from each of such statements were prepared in accordance with the United States shall be delivered by Seller to Buyer in Dallasterms of this Agreement or, Texasalternatively, and (ii) that only with respect to the disputed items submitted to the Independent Auditor, whether and to what extent (if 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 located inside exclusive and, except as set forth below, the determination of the United States Independent Auditor shall be retrieved by Buyer from Seller. Seller shall pay all customs duties, import taxes final and freight for any material not located in the United States binding on the date 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 AgreementSection 6.10(g). Any dollar amount shortfall resulting from The other party’s only defense to such 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 request for specific enforcement or retrieved by Buyer other legal action shall be payable fraud by Seller or 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 yearIndependent Auditor. Absent such fraud, such share being equivalent to the percentage that is equal to the number of days it owned the Constructed BPL Network in the 2008 calendar year divided by 366 (provided that the Closing Date shall be attributable to the Seller); provided that each party provides the other with a copy of any tax invoice for such personal property tax promptly after receiving such invoice; provided, further, that if either party pays the full amount of the personal property tax liability for such calendar year, the other party shall reimburse the party seeking enforcement for its expenses related to such party for such amounts paid that are attributable to its ownership enforcement. (h) Upon the determination, in accordance with this Section 6.10, of the Constructed BPL Networkfinal 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, then Parent shall pay or cause to be paid, to Purchaser, the amount by which the final Net Current Liabilities is greater than the Estimated Net Current Liabilities; and (ii) if such finally determined Net Current Liabilities amount is less than the Estimated Net Current Liabilities, then Purchaser shall pay or cause to be paid to Parent the amount by which the final Net Current Liabilities is less than the Estimated Net Current Liabilities.