Common use of After the Closing Date Clause in Contracts

After the Closing Date. Buyer and Seller each shall promptly notify the other party in writing of the commencement of any tax audit or administrative or judicial proceeding affecting the taxes of the Company relating to taxable years commencing before the Closing Date. Such notice shall include copies of any document received from any taxing authority. If either Buyer or Seller fails to give the other party prompt notice of an asserted tax liability as required by this Section, then (a) if the indemnifying party is precluded by such failure from contesting any asserted tax liability in the appropriate administrative or judicial forums, then such indemnifying party shall not have any obligation to indemnify the other party for any loss or damage arising out of such asserted tax liability, and (b) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment to the indemnifying party, then any amount which the indemnifying party would otherwise be required to pay pursuant to this Agreement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing and at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against Seller (any such audit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"). Seller may elect to participate in the portion of the Contest with respect to which indemnity may be sought. If Seller so elects to participate in the Contest of an asserted tax liability, Seller shall notify Buyer of its intent to do so, and Buyer and Seller shall cooperate in good faith and Buyer shall cause the Company or its successor to cooperate in good faith in each phase of such Contest. The portion of the Contest with respect to which indemnity may be sought shall not be settled without the consent of Seller. If Seller elects in writing not to participate in the Contest, or contests its obligation to indemnify hereunder, Buyer or the Company may pay, compromise or contest such asserted tax liability. However, in such case, neither Buyer nor the Company (including any designated representative of either) may settle or compromise any asserted tax liability in a manner that would create an indemnification obligation unless such settlement or compromise would be reasonable in the case of a person that owned the Company both before and after the Closing Date.

After the Closing Date. Buyer and Seller each shall promptly notify the other party in writing of the commencement of any tax audit or administrative or judicial proceeding affecting the taxes cause to be prepared a balance sheet of the Company relating and the Company Subsidiary on a consolidated basis as of immediately prior to taxable years commencing before the Closing (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP and utilizing the Accounting Principles; provided, however, that if there is a conflict between GAAP and the Accounting Principles, GAAP shall be applied. Buyer shall deliver the Closing Balance Sheet, together with the Closing Statement, to Seller Representative within thirty (30) days after the Closing Date. Such If within thirty (30) days following the delivery of the Closing Balance Sheet, Seller Representative has not given Buyer written notice shall include copies (a "Dispute Notice") of its objection to any document received from any taxing authority. If either Buyer or item in the Closing Balance Sheet and/or the Closing Statement (such notice, if given, must contain a statement reasonably detailing the basis of Seller fails Representative's objection to give the other party prompt notice of an asserted tax liability as required by this Sectioneach disputed item), then (a) if the indemnifying party is precluded by such failure from contesting any asserted tax liability in Closing Balance Sheet and the appropriate administrative or judicial forums, then such indemnifying party shall not have any obligation to indemnify the other party for any loss or damage arising out of such asserted tax liability, and (b) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment to the indemnifying party, then any amount which the indemnifying party would otherwise be required to pay pursuant to this Agreement Closing Statement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing deemed final and at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against Seller (any such audit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"). Seller may elect to participate in the portion of the Contest with respect to which indemnity may be soughtbinding on Buyer and Sellers. If Seller so elects to participate in the Contest of an asserted tax liabilityRepresentative delivers a Dispute Notice, Seller shall notify Buyer of its intent to do so, and then Buyer and Seller Representative shall cooperate consult in good faith to resolve the disputed items set forth in the Dispute Notice and, if any disputed items have not been resolved within thirty (30) days following delivery of the Dispute Notice, the issues that remain in dispute will be submitted to an accounting or valuation firm mutually agreed between the Seller Representative and Buyer (each acting reasonably) (the "Accountants") for resolution. Any item not specifically referred to the Accountants for resolution shall cause be final and binding on Buyer and Sellers. If any items in dispute are submitted to the Company Accountants for resolution: (A) Buyer and Seller Representative shall furnish to the Accountants and each other such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party (or its successor to cooperate in good faith in each phase accountants) or within the control of such Contestparties, and shall be afforded the opportunity to present to the Accountants any materials relating to the determination and to discuss the determination with the Accountants; (B) the Accountants shall be authorized to resolve each item in dispute by choosing a value between Buyer's position for such item (as set forth in the Closing Balance Sheet and/or the Closing Statement) and Seller Representative's position for such item (as set forth in the Dispute Notice delivered to Buyer by Seller Representative) or within such other range of numbers as Buyer and Seller Representative may agree in writing and shall thereafter deliver to the Accountants in writing; and (C) the determination by the Accountants of the Closing Balance Sheet, the Closing Statement and the Adjustment Amount, as set forth in a written notice delivered to both parties by the Accountants, shall be binding and conclusive on the parties. The portion fees of the Contest with respect to which indemnity may Accountants for such determination shall be sought shall not be settled without borne by Buyer, on the consent of Seller. If Seller elects in writing not to participate in one hand, and Sellers, on the Contest, or contests its obligation to indemnify hereunder, Buyer or the Company may pay, compromise or contest such asserted tax liability. Howeverother hand, in inverse proportion to the manner in which such caseparties prevail on the items resolved by the Accountants, neither Buyer nor which proportionate allocation shall be calculated on an aggregate basis based on the Company (including any designated representative relative dollar values of either) may settle or compromise any asserted tax liability the amounts in a manner that would create an indemnification obligation unless such settlement or compromise would dispute and shall be reasonable in computed by the case Accountants at the time the determination of a person that owned the Company both before and after the Closing DateAccountants is rendered.

After the Closing Date. Buyer shall retain for a period consistent with Buyer's record-retention policies and practices in place as of the date hereof, those Records of Seller delivered to Buyer hereunder. Buyer also shall provide Seller and its Representatives reasonable access to such Records, during normal business hours and on at least three (3) Business Days' prior written notice, to the extent access to such records is required or useful for financial reporting purposes or Tax purposes or to the extent any such records relate to properties or activities of Seller other than the Business or RSI or to the Excluded Assets or Retained Liabilities. As soon as reasonably practicable after the date hereof, to the full extent Seller may do so under applicable Legal Requirements, Seller shall provide Buyer and Seller each shall promptly notify its Representatives (i) reasonable access to any Records, to the other party in writing of extent that such Records relate to the commencement of any tax audit Business or administrative or judicial proceeding affecting the taxes of the Company relating to taxable years commencing before the Closing Date. Such notice shall include copies of any document received from any taxing authority. If either Buyer or Seller fails to give the other party prompt notice of an asserted tax liability as required by this Section, then (a) if the indemnifying party is precluded by such failure from contesting any asserted tax liability in the appropriate administrative or judicial forums, then such indemnifying party shall not have any obligation to indemnify the other party for any loss or damage arising out of such asserted tax liabilityEmployee Benefit Plans, and (bii) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment reasonable access to the indemnifying party, then any amount which the indemnifying party would otherwise be required Employees in order to pay pursuant to this Agreement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing and at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against Seller (any such audit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"). Seller may elect to participate in the portion of the Contest with respect to which indemnity may be sought. If Seller so elects to participate in the Contest of an asserted tax liability, Seller shall notify Buyer of its intent to do somake presentations to, and Buyer otherwise communicate with the Employees regarding, the compensation and Seller shall cooperate in good faith and Buyer shall cause the Company or its successor benefits to cooperate in good faith in each phase of be provided to such Contest. The portion of the Contest with respect to which indemnity may be sought shall not be settled without the consent of Seller. If Seller elects in writing not to participate in the Contest, or contests its obligation to indemnify hereunder, Buyer or the Company may pay, compromise or contest such asserted tax liability. However, in such case, neither Buyer nor the Company (including any designated representative of either) may settle or compromise any asserted tax liability in a manner that would create an indemnification obligation unless such settlement or compromise would be reasonable in the case of a person that owned the Company both before Employees on and after the Closing Date, in any such case during normal business hours and on at least three (3) Business Days' prior written notice, for any reasonable business purpose specified by Buyer in such notice. Seller shall retain all such Records for a period consistent with the record-retention policies and practices in place as of the date hereof. Commencing on and after the date of this Agreement, Buyer shall use its commercially reasonable best efforts to establish all employee benefit plans, programs and arrangements necessary to satisfy its obligations under this Article 10 on the Closing Date, including contacting all third-party benefit plan administrators, insurance companies and vendors as soon as practicable after the execution of this Agreement and the public announcement of the Contemplated Transactions. In addition, commencing on and after the date of this Agreement, Seller shall reasonably cooperate with Buyer and its designated representatives to effectuate the foregoing, including, without limitation, (i) allowing all access to applicable Seller employees, on a timely basis, as reasonably requested by Buyer and its designees, and (ii) providing, and directing its independent contractors (including, without limitation, third-party benefit plan administrators, insurance companies, vendors and actuaries, as applicable) to provide, Buyer and its designated representatives, third-party benefit plan administrators, insurance companies and actuaries, as applicable, with any information and other assistance as may be reasonably requested by Buyer and its designees in order to effectuate the foregoing.

After the Closing Date. Buyer and Seller each shall promptly notify the other party in writing of the commencement of any tax audit or administrative or judicial proceeding affecting the taxes of the Company relating to taxable years commencing before the Closing Date. Such notice shall include copies of any document received from any taxing authority. If either Buyer or Seller fails to give the other party prompt notice of an asserted tax liability as required by this Section, then (a) if the indemnifying party is precluded by such failure from contesting any asserted tax liability in the appropriate administrative or judicial forums, then such indemnifying party shall not have any obligation to indemnify the other party for any loss or damage arising out of such asserted tax liability, and (b) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment to the indemnifying party, then any amount which the indemnifying party would otherwise be required to pay pursuant to this Agreement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing and at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against Seller (any such audit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"). Seller may elect to participate in the portion of the Contest with respect to which indemnity may be sought. If Seller so elects to participate in the Contest of an asserted tax liability, Seller shall notify Buyer of its intent to do so, and Buyer and Seller shall cooperate in good faith and Buyer shall cause the Company to grant to all individuals who are, as of the Closing Date, employees of the Company or any of its successor Subsidiaries credit for all service with the Company, any of its present and former subsidiaries, any other affiliate of the Company and their respective predecessors (collectively, the "TM Affiliated Group") prior to cooperate in good faith in the Closing Date for all purposes for which service is recognized under each phase Company Benefit Plan, but only to the extent that the terms of such Contest. The portion Company Benefit Plan require the crediting of such service as of the Contest Closing Date. Benefit plans which provide medical, dental or life insurance benefits after the Closing Date to any individual who is an active or former employee of the TM Affiliated Group as of the Closing Date (an "Employee") or a dependent of an Employee (a "Dependent") shall, with respect to which indemnity may such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy and shall provide that any expenses incurred on or before the Closing Date by such individuals shall be sought taken into account under such plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions to the extent taken into account under present policy. Without limiting the generality of any other provision of this Agreement, after the Closing Date Buyer shall cause the Company and the Subsidiaries to honor and fully perform all the obligations under (i) all written Commitments with any Employee; and (ii) all Company Benefit Plans. After the Closing Date, the Company Benefit Plans shall not be settled without the consent of Seller. If Seller elects terminated or amended in writing not to participate in the Contest, or contests its obligation to indemnify hereunder, Buyer or the Company may pay, compromise or contest such asserted tax liability. However, in such case, neither Buyer nor the Company (including any designated representative of either) may settle or compromise any asserted tax liability in a manner that would create an indemnification obligation unless such settlement adversely affect the rights, benefits or compromise would be reasonable in protections provided thereunder to any Employee or Dependent which have accrued or have been earned prior to the case of a person Closing Date, provided that owned nothing herein shall prevent or restrict the Company both before and from terminating any Company Benefit Plan at any time or from amending or otherwise modifying the terms of such Company Benefit Plan with respect to benefits accrued or amounts earned after the Closing Date.

After the Closing Date. the Buyer may elect to have Transferred Employees employed by the Company continue to participate in the group health plans established on or before the Closing Date pursuant to Section 10.2 of this Agreement and Seller each shall promptly notify may elect to have Transferred Employees employed the Subsidiary continue to participate in the group health and welfare plans maintained by the Subsidiary. Alternatively, the Buyer may elect to take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer or the Company or the Subsidiary maintains or adopts one or more employee welfare benefit plans, including medical, health, dental, flexible spending account, accident, life, short-term disability, and long-term disability and other party in writing employee welfare benefit plans effective as of the commencement of any tax audit or administrative or judicial proceeding affecting Closing Date for the taxes benefit of the Transferred Employees (the "Buyer Welfare Plans"), and shall cause each Transferred Employee and their eligible dependents to be eligible to participate in the Buyer Welfare Plans as soon as practicable after the Closing Date. For purposes of determining eligibility to participate in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare plans maintained by Seller Parent and its Affiliates (hereinafter referred to collectively as the "Parent Welfare Plans") and the Company relating or the Subsidiary on the Closing Date. A service credit will be issued to taxable years commencing those Transferred Employees with restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans provided, however, that any such service credit shall not result in greater coverage for a Transferred Employee than the coverage such Transferred Employee was entitled to under a Parent Welfare Plan or any other group health and welfare plans in which such Transferred Employees participated before the Closing Date. Such notice Transferred Employees shall include copies of any document received from any taxing authority. If either receive credit under the Buyer or Seller fails Welfare Plans for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to give them during the other party prompt notice of an asserted tax liability as required by this Section, then (a) if the indemnifying party is precluded by such failure from contesting any asserted tax liability in the appropriate administrative or judicial forums, then such indemnifying party shall not have any obligation to indemnify the other party for any loss or damage arising out of such asserted tax liability, and (b) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment to the indemnifying party, then any amount which the indemnifying party would otherwise be required to pay pursuant to this Agreement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing and at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against Seller (any such audit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"). Seller may elect to participate in the portion plan year of the Contest Parent Welfare Plan in accordance with respect to which indemnity may be soughtthe corresponding Parent Welfare Plans. If Seller so elects to participate in the Contest of an asserted tax liability, Seller shall notify Buyer of its intent to do so, and Buyer and Seller shall cooperate in good faith and Buyer shall cause the Company or its successor to cooperate in good faith in each phase of such Contest. The portion of the Contest with respect to which indemnity may be sought shall not be settled without the consent of Seller. If Seller elects in writing not to participate in the Contest, or contests its obligation to indemnify hereunder, Buyer or the Company may pay, compromise or contest such asserted tax liability. However, in such case, neither Buyer nor the Company (including any designated representative of either) may settle or compromise any asserted tax liability in a manner that would create an indemnification obligation unless such settlement or compromise would be reasonable in the case of a person that owned the Company both before and As soon as practicable after the Closing Date, Seller Parent shall deliver to Buyer a list of the Transferred Employees who had credited service under a Parent Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such plan. This Agreement does not impose any requirement on the Company, the Subsidiary or Buyer to provide any benefit to domestic partners or adult dependents (other than spouses) of Transferred Employees or to provide post-retirement medical or other post-retirement welfare plan coverage to any Transferred Employee, except to the extent required under the continuation of coverage provisions of Section 4980B of the Code and ERISA, and any applicable state law. The Seller Parent, Seller and its Affiliates (other than the Company or the Subsidiary) shall provide or continue to provide retiree health and welfare benefits to retirees, their surviving spouses and other inactive employees who are receiving or are entitled to elect to receive retiree health and welfare benefits. The Seller Parent, Seller and its Affiliates (other than the Company or the Subsidiary) shall indemnify the Buyer, the Company or the Subsidiary for any claim or action arising from any such termination of retiree health and welfare benefit program or plan in existence prior to the Closing Date.

After the Closing Date. Buyer and Seller each shall promptly notify the other party in writing of the commencement of any tax audit (a) On or administrative or judicial proceeding affecting the taxes of the Company relating to taxable years commencing before the Closing Date, Seller, Premier and Buyer shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Buyer through the check clearing system of the banking industry, effective immediately after the Closing Date, of all checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) and relating to the Deposit Accounts. Such notice shall include copies Buyer agrees to pay in accordance with law all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer by mail, over its counters or through the check clearing system of any document received from any taxing authority. If either Buyer the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or Seller fails draft forms provided by the Seller, or by the Buyer, and in all other respects to give the other party prompt notice of an asserted tax liability as required by this Sectiondischarge, then (a) if the indemnifying party is precluded by such failure from contesting any asserted tax liability in the appropriate administrative or judicial forumsusual course of the banking business, then such indemnifying party shall not have any obligation to indemnify the other party for any loss or damage arising out duties and obligations of such asserted tax liability, and (b) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment to the indemnifying party, then any amount which the indemnifying party would otherwise be required to pay pursuant to this Agreement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing and at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against the Deposit Accounts. Buyer's obligation under this section to honor checks, withdrawal or draft forms provided by Seller and carrying its imprint shall expire at the close of business on the forty-fifth (any such audit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"). Seller may elect to participate in the portion of the Contest with respect to which indemnity may be sought. If Seller so elects to participate in the Contest of an asserted tax liability, Seller shall notify Buyer of its intent to do so, and Buyer and Seller shall cooperate in good faith and Buyer shall cause the Company or its successor to cooperate in good faith in each phase of such Contest. The portion of the Contest with respect to which indemnity may be sought shall not be settled without the consent of Seller. If Seller elects in writing not to participate in the Contest, or contests its obligation to indemnify hereunder, Buyer or the Company may pay, compromise or contest such asserted tax liability. However, in such case, neither Buyer nor the Company (including any designated representative of either45th) may settle or compromise any asserted tax liability in a manner that would create an indemnification obligation unless such settlement or compromise would be reasonable in the case of a person that owned the Company both before and business day after the Closing Date. (b) Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Buyer to effect the transfer of any direct deposit arrangement affecting any of the Deposit Accounts and shall promptly pay to Buyer any funds received by Seller that are intended to be credited to any such Deposit Account. Buyer shall complete all actions necessary to effect the transfer of such direct deposit arrangements within sixty (60) days following the Closing Date. Seller shall have the right to return to the payor any direct deposit item received by it subsequent to sixty (60) days after the Closing Date, or such other time period as Buyer and Seller may mutually agree upon. (c) Holds that have been placed by Seller on particular Deposit Accounts or on individual checks, drafts or other instruments shall be continued by Buyer under the same terms. Seller shall deliver to Buyer on the Closing Date a schedule and explanation of such holds. (d) Seller and Buyer shall cooperate and use their best efforts to assist in the transfer to Buyer of the Deposit Accounts and Assets and shall take all actions necessary to accomplish such transfer, including but not limited to the provision of any required notices to customers and the obtaining of all governmental approvals (e) All tasks and obligations concerning the provision of data processing services to or for the Assets purchased and Liabilities assumed by Buyer after the Closing, other than those specifically set forth in this Agreement, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, Buyer. (f) Buyer shall, as soon as practicable after the Closing Date, prepare and transmit, at Buyer's expense, to the obligors on all Deposit Account loans transferred to Buyer pursuant to this Agreement a notice to the effect that such loan has been transferred and that payment should be made to Buyer at any address of Buyer specified by Buyer, with Buyer's name as payee on any checks or other instruments used to make payments.