Common use of Pre-Closing Assistance Clause in Contracts

Pre-Closing Assistance. Before the Closing Date, at the request of Buyer, Seller shall use its best efforts to provide reasonably requested information to Buyer for the purpose of assisting Buyer in obtaining Buyer's financing, provided, however, that Seller shall have no liability whatsoever for or associated with such financing other than with respect to any written information of Seller (related to Seller's current operations and not related to any proposed or projected operations of Buyer) furnished to Buyer in connection with such financing. Prior to the Closing Date, Seller shall cause its senior members of management, including ▇▇▇▇▇ ▇. ▇▇▇, to be available at such time reasonably requested by Buyer to provide information in the preparation of any documentation and any road show presentations related to Buyer's financing and to attend any such road show or other presentation. Buyer's accountants, at Seller's cost and expense, shall prepare audited financial statements for Seller's 1998 fiscal year. Buyer shall be responsible for bringing Seller's 1996 and 1997 audited financial statements in compliance with Regulation S-X as promulgated by the Securities and Exchange Commission. Buyer agrees to indemnify and hold harmless Seller and any representative or agent of Seller, including, but not limited to, ▇▇▇▇▇ ▇. ▇▇▇, from any liability, claim, expense or cost associated with assisting Buyer in obtaining Buyer's financing, provided, however, that such indemnity shall not apply to the extent such liability, claim, cost 24 or expense (i) relates to any written information of Seller (related to Seller's current operations and not related to any proposed or projected operations of Buyer) furnished to Buyer in connection with such financing, and (ii) arises out of or results from any malfeasance, fraud, willful misconduct or gross negligence of Seller or any of Seller's representatives or agents.

Pre-Closing Assistance. Before the Closing Date, at the request of Buyer, Seller shall use its best efforts to provide reasonably requested information to Buyer for the purpose of assisting Buyer in obtaining Buyer's financing, provided, however, that Seller shall have no liability whatsoever for or associated with such financing other than with respect to any written information of Seller (related to Seller's current operations and not related to any proposed or projected operations of Buyer) furnished to Buyer in connection with such financing. Prior to the Closing Date, Seller shall cause its senior members of management, including ▇▇▇▇▇ ▇. ▇▇▇, Manager to be available at such time reasonably requested by Buyer to provide information in the preparation of any documentation and any road show presentations related to the Buyer's financing and to attend any such road show or other presentationfinancing. Buyer's accountants, at Seller's cost and expense, shall prepare audited financial statements for Seller's 1998 fiscal year. Buyer shall be responsible for bringing brining the Seller's 1996 and 1997 audited financial statements in compliance with Regulation S-X as promulgated by the Securities and Exchange Commission. Buyer agrees to indemnify and hold harmless Seller and any representative or agent of Seller, including, but not limited to, ▇▇▇▇▇ ▇. ▇▇▇, Seller from any liability, claim, expense or cost associated with assisting Buyer in obtaining Buyer's financing, provided, however, that such indemnity shall not apply to the extent such liability, claim, cost 24 or expense (i) relates to any written information of Seller (related to Seller's current operations and not related to any proposed or projected operations of Buyer) furnished to Buyer in connection with such financing, ; and (ii) arises out of or results from any malfeasance, fraud, willful misconduct or gross negligence of Seller or any of Seller's representatives or agents.