Common use of Access to Information; Cooperation After Closing Clause in Contracts

Access to Information; Cooperation After Closing. (a) During the period from the date hereof to the Closing Date, the Seller will give to the Purchaser, and to the Purchaser's accountants, advisors, counsel, environmental consultants and other representatives (collectively, the "Purchaser Representatives"), full and complete access during normal business hours and upon reasonable advance notice to Seller to all of the Seller's books and records, personal property, the Owned Real Property, the Leased Real Property, contracts, commitments, and management personnel (including, without limitation, officers, management and outside accountants and attorneys), will furnish to the Purchaser all such documents and copies of documents and information with respect to its affairs and the Business as the Purchaser may, from time to time, reasonably request, including without limitation copies of leases for office space and equipment, copies of all tax returns (federal, state, and local) relating to the Business, copies of bank statements and records relating to the Business, and copies of monthly internal financial statements (including balance sheets, income statements, and cash flow statements) for the Business for all such periods since inception through the Closing Date and will provide the Purchaser and the Purchaser's Representatives with such assistance as may reasonably be requested by Purchaser in connection with the Purchaser's due diligence review of the Assets and the Business, including, without limitation, facilitating a Phase I environmental survey at every location used by the Seller in the conduct of the Business. (b) On or after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilege), the Seller shall, at its expense, (i) afford Purchaser and the Purchaser Representatives reasonable access upon reasonable prior notice during normal business hours, to all personnel, offices, properties, agreements, record and books retained by the Seller to the extent relating to the conduct of the Business prior to the Closing and (ii) cooperate fully with Purchaser with respect to matters relating to the conduct of the Business prior to the Closing, including, without limitation, in the defense or pursuit of any claim or action that relates to occurrences involving the Business prior to the Closing Date and (iii) use commercially reasonable efforts furnish to the Purchaser upon request, for a period of five (5) years following the Closing Date, regular updates (not less than quarterly) with respect to any and all claims made and losses incurred under insurance policies relating to the Business and 31 <PAGE> maintained by the Seller covering the period of time prior to the Closing Date during which the Seller owned the Assets and operated the Business. Seller will use all commercially reasonable efforts to facilitate the rollover of assets in any applicable Employee Plans.

Access to Information; Cooperation After Closing. (a) During the period from the date hereof to the Closing Date, the Seller will give to the Purchaser, and to the Purchaser's accountants, advisors, counsel, environmental consultants and other representatives (collectively, the "Purchaser Representatives"), full and complete access during normal business hours and upon reasonable advance notice to Seller to all of the Seller's books and records, personal property, the Owned Real Property, the Leased Real Property, contracts, commitments, and management personnel (including, without limitation, officers, management and outside accountants and attorneys), will furnish to the Purchaser all such documents and copies of documents and information with respect to its affairs and the Business as the Purchaser may, from time to time, reasonably request, including without limitation copies of leases for office space and equipment, copies of all tax returns (federal, state, and local) relating to the Business, copies of bank statements and records relating to the Business, and copies of monthly internal financial statements (including balance sheets, income statements, and cash flow statements) for the Business for all such periods since inception through the Closing Date and will provide the Purchaser and the Purchaser's Representatives with such assistance as may reasonably be requested by Purchaser in connection with the Purchaser's due diligence review of the Assets and the Business, including, without limitation, facilitating a Phase I environmental survey at every location used by the Seller in the conduct of the Business. (b) On or after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilege), the Seller shall, at its expense, (i) afford Purchaser and the Purchaser Representatives reasonable access upon reasonable prior notice during normal business hours, to all personnel, offices, properties, agreements, record and books retained by the Seller to the extent relating to the conduct of the Business prior to the Closing and (ii) cooperate fully with Purchaser with respect to matters relating to the conduct of the Business prior to the Closing, including, without limitation, in the defense or pursuit of any claim or action that relates to occurrences involving the Business prior to the Closing Date and (iii) use commercially reasonable efforts furnish to the Purchaser upon request, for a period of five (5) years following the Closing Date, regular updates (not less than quarterly) with respect to any and all claims made and losses incurred under insurance policies relating to the Business and 31 <PAGE> maintained by the Seller covering the period of time prior to the Closing Date during which the Seller owned the Assets and operated the Business. Seller will use all commercially reasonable efforts to facilitate the rollover of assets in any applicable Employee Plans.