Common use of Post-Closing Cooperation Clause in Contracts

Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at the Buyer’s request and without further consideration, the Seller shall execute and deliver to the Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as the Buyer may reasonably deem necessary or desirable in order to transfer, convey and assign to the Buyer Sub, and to confirm the Buyer Sub’s title to, all of the Transferred Assets, and, to the full extent permitted by Law, to put the Buyer Sub in actual possession and operating control of the Transferred Assets and to assist the Buyer in exercising all rights with respect thereto. (b) Upon the occurrence of the Closing and effective as of the Effective Time, the Seller hereby constitutes and appoints the Buyer Sub the true and lawful attorney of the Seller, with full power of substitution, in the name of the Seller or the Buyer Sub, but on behalf of and for the benefit of the Buyer: (i) to demand and receive from time to time any and all of the Transferred Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings that the Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Transferred Assets; and (iii) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (ii) as the Buyer shall deem desirable. The Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (c) Following the Closing, and subject to applicable Law, privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer Sub will afford the Seller and the Seller Stockholders and their respective counsel and accountants, and the Seller and the Seller Stockholders and their respective counsel and accountants will afford the Buyer Sub, during normal business hours and upon reasonable notice, reasonable access to the books, records and other data relating to the business formerly conducted by the Seller in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom and to access a reasonable amount of the time and attention of individual employees of the Buyer Sub after the Closing (so long as such access does not unreasonably interfere with performance of their duties for the Buyer) with respect to subject matters they are familiar with, to the extent that such access may be reasonably required by the requesting Party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement or the Ancillary Agreements, (iii) compliance with the requirements of any Governmental Authority, or (iv) in connection with any actual or threatened proceeding. Further, the Buyer Sub agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any books, records and other data included in the Transferred Assets unless the Buyer Sub shall first offer in writing to surrender such books, records and other data to the Seller and the Seller Stockholders and such other Parties shall not agree in writing to take possession thereof during the ten (10) Business Day period after such offer is made. Notwithstanding anything to the contrary contained in this paragraph, if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this paragraph shall be subject to applicable rules relating to discovery. [Signature pages follow.]

Post-Closing Cooperation. (a) At any time or from From time to time after following the Closing, at the Buyer’s request Seller and without further considerationBuyer shall, the Seller and shall execute cause their respective Affiliates to, execute, acknowledge and deliver to the Buyer all such further conveyances, notices, assumptions, releases and acquittances and such other instruments of saleinstruments, transfer, conveyance, assignment and confirmation, provide such materials and information and shall use Reasonable Commercial Efforts to take such other actions further actions, as the Buyer may reasonably deem be necessary or desirable in order appropriate to transfer, convey assure fully to Buyer and assign to the Buyer Sub, its Affiliates and to confirm the Buyer Sub’s title toeach of their respective successors or assigns, all of the Transferred Assetsproperties, andrights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the full extent permitted by LawCollateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, to put the Buyer Sub in actual possession and operating control assumption of the Transferred Assets Purchased Liabilities by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to assist otherwise make effective the Buyer in exercising all rights with respect thereto. transactions contemplated hereby and thereby (b) Upon the occurrence of the Closing and effective as of the Effective Time, the Seller hereby constitutes and appoints the Buyer Sub the true and lawful attorney of the Seller, with full power of substitution, in the name of the Seller or the Buyer Sub, but on behalf of and for the benefit of the Buyer: including (i) transferring back to demand and receive from time Seller or a Subsidiary any asset or liability not contemplated by this Agreement to time any and all of the Transferred Assets and be a Purchased Asset or an Purchased Liability, respectively, which asset or liability was transferred to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings that the Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Transferred Assets; and (iii) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (ii) as the a Buyer shall deem desirable. The Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (c) Following Designee at the Closing, and subject to applicable Law, privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer Sub will afford the Seller and the Seller Stockholders and their respective counsel and accountants, and the Seller and the Seller Stockholders and their respective counsel and accountants will afford the Buyer Sub, during normal business hours and upon reasonable notice, reasonable access to the books, records and other data relating to the business formerly conducted by the Seller in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom and to access a reasonable amount of the time and attention of individual employees of the Buyer Sub after the Closing (so long as such access does not unreasonably interfere with performance of their duties for the Buyer) with respect to subject matters they are familiar with, to the extent that such access may be reasonably required by the requesting Party in connection with (i) the preparation of Tax Returns, (ii) the determination transferring to Buyer or enforcement of rights and obligations under a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Purchased Liability, respectively, or any other asset of the Ancillary Agreementstype described in Section 2.2(a) which was not identified as a Purchased Asset hereunder but which (A) exclusively relates to the Wireline Communications Business, (iiiB) compliance with if such asset were not overlooked by both parties as of the requirements of any Governmental Authoritydate hereof, would reasonably have been identified as a Purchased Asset hereunder or (ivC) in connection with any actual which the parties mutually agree should have been so identified, which was not transferred to Buyer or threatened proceeding. Further, a Buyer Designee at the Buyer Sub agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any books, records and other data included in the Transferred Assets unless the Buyer Sub shall first offer in writing to surrender such books, records and other data to the Seller and the Seller Stockholders and such other Parties shall not agree in writing to take possession thereof during the ten (10) Business Day period after such offer is made. Notwithstanding anything to the contrary contained in this paragraph, if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this paragraph shall be subject to applicable rules relating to discovery. [Signature pages followClosing).]

Post-Closing Cooperation. (a) At any time or Notwithstanding anything to the contrary contained in Section 4.02 of this Agreement, from time to time after the Closing, at the Buyer’s request and without further additional consideration, each of the Seller shall parties hereto will (or, if appropriate, cause their Affiliates to) execute and deliver to the Buyer such other further instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions action as may be necessary to make effective the Buyer may reasonably deem necessary transactions contemplated by this Agreement. If any party to this Agreement shall following the Closing have in its possession any asset or desirable in order to transfer, convey and assign right that under this Agreement should have been delivered to the Buyer Subother, and to confirm the Buyer Sub’s title to, all of the Transferred Assets, and, such party shall promptly deliver such asset or right to the full extent permitted by Law, to put the Buyer Sub in actual possession and operating control of the Transferred Assets and to assist the Buyer in exercising all rights with respect theretoother. (b) Upon the occurrence Seller, on behalf of the Closing itself and its Affiliates, hereby constitutes and appoints, effective as of the Effective TimeClosing Date, the Seller hereby constitutes Purchaser and appoints the Buyer Sub its successors and assigns as the true and lawful attorney of the SellerSeller or its Affiliates, as applicable, with full power of substitution, substitution in the name of Purchaser, or in the name of Seller or the Buyer Subits Affiliates, as applicable, but on behalf of and for the benefit of the Buyer: Purchaser, (i) to demand collect for the account of Purchaser any items of Purchased Assets and receive from time (ii) to time institute and prosecute all proceedings that Purchaser may in its sole discretion deem proper to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all of the Transferred Assets and to make endorsements and give receipts and releases for and actions, suits or proceedings in respect of the same and Purchased Assets. Purchaser shall be entitled to retain for its own account any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings that the Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or amounts collected pursuant to the Transferred Assets; and (iii) to do all such acts and things foregoing powers, including any amounts payable as interest in relation to the matters set forth in the preceding clauses (i) through (ii) as the Buyer shall deem desirable. The Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reasonrespect thereof. (c) Following the Closing, Seller will and will cause its Affiliates to cooperate with Purchaser and its Affiliates and Representatives in the (i) defense or settlement of any Assumed Liabilities or lawsuits involving the Business for which Purchaser has responsibility under this Agreement and (ii) implementation and continuation of the services to be provided under the Transition Services Agreement, in each case, by providing Purchaser and Purchaser’s legal counsel and other designated Persons access to employees, records, documents, data, equipment, facilities and accounts and other information reasonably related to the Purchased Assets, the Business or the Assumed Liabilities subject to applicable Lawsuch lawsuits or such transition services, privileges (including as the attorney-client privilege) and contractual confidentiality obligationscase may be, the Buyer Sub will afford the Seller and the Seller Stockholders and their respective counsel and accountantsas Purchaser may reasonably request, and the Seller and the Seller Stockholders and their respective counsel and accountants will afford the Buyer Sub, during normal business hours and upon reasonable notice, reasonable access to the books, records and other data relating to the business formerly conducted by the Seller in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom and to access a reasonable amount of the time and attention of individual employees of the Buyer Sub after the Closing (so long as such access does not unreasonably interfere with performance of their duties for the Buyer) with respect to subject matters they are familiar witheach case, to the extent that such access may be reasonably required by maintained or under the requesting Party possession or control of Seller or its Affiliates. Purchaser shall reimburse Seller for its reasonable out-of-pocket expenses paid to third parties in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and performing its obligations under this Agreement or the Ancillary Agreements, (iii) compliance with the requirements of any Governmental Authority, or (iv) in connection with any actual or threatened proceedingSection 4.14. Further, the Buyer Sub Seller agrees for a period extending six (6) seven years after the Closing Date not to destroy or otherwise dispose of any such books, records and other data included in the Transferred Assets unless the Buyer Sub Seller shall first offer in writing to surrender such books, records and other data to the Seller Purchaser and the Seller Stockholders and such other Parties Purchaser shall not agree in writing to take possession thereof during the ten (10) Business Day ten-day period after such offer is made. Notwithstanding anything . (d) Following the Closing, Purchaser may receive and open all mail addressed to Seller or any of its Affiliates and deal with the contents thereof in its discretion to the contrary contained in this paragraph, if extent that such mail and the Parties are in an adversarial relationship in litigation or arbitrationcontents thereof relate to the Purchased Assets, the furnishing Business or the Assumed Liabilities. Purchaser agrees to deliver or cause to be delivered to Seller all mail received by Purchaser after the Closing addressed to Seller, or any of information, documents its Affiliates that does not relate to the Purchased Assets ,the Business or records in accordance with this paragraph shall be subject to applicable rules relating to discovery. [Signature pages followthe Assumed Liabilities.]

Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at the Buyer’s Purchaser's request and without further consideration, the Seller shall execute and deliver to the Buyer Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as the Buyer Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to the Buyer SubPurchaser, and to confirm the Buyer Sub’s Purchaser's title to, all of the Transferred Acquired Assets, and, to the full fullest extent permitted by Law, to put the Buyer Sub Purchaser in actual possession and operating control of the Transferred Acquired Assets and to assist the Buyer Purchaser in exercising all rights with respect thereto, and otherwise to cause the Seller to fulfill its obligations under this Agreement and the Operative Agreements. The Seller shall use its best efforts to obtain any consents necessary to effectively assign the Assigned Contracts. (b) Upon the occurrence of Effective on the Closing and effective as of the Effective TimeDate, the Seller hereby constitutes and appoints the Buyer Sub Purchaser the true and lawful attorney attorney-in-fact of the Seller, with full power of substitution, in the name of the Seller or the Buyer SubPurchaser, but on behalf of and for the sole benefit of the BuyerPurchaser: (i) to demand and receive from time to time any and all of the Transferred Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings Actions or Proceedings that the Buyer Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Transferred Acquired Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iiiiv) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (iiiii) as the Buyer Purchaser shall deem desirable. The Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it the Seller in any manner or for any reason. The Seller shall deliver to the Purchaser at Closing an acknowledged power of attorney to the foregoing effect duly executed by the Seller. (c) Following At any time after the Closing, and subject for litigation, Tax or accounting purposes, upon the written request of the Purchaser to applicable Law, privileges (including the attorney-client privilege) and contractual confidentiality obligationsSeller or the Seller to the Purchaser stating the need therefor, the Buyer Sub will afford party receiving such request shall (i) make or cause to be made available to the Seller and the Seller Stockholders and their respective counsel and accountantsother party, its related companies or successors, and permit such other party and its agents to inspect and copy the Seller Books and Records of the Seller Stockholders party receiving such request and their respective counsel (ii) assist in arranging discussions with (and accountants will afford calling as witnesses) officers, employees and agents of the Buyer Sub, during normal business hours and upon reasonable notice, reasonable access to the books, records and other data party receiving such request on matters relating to the business formerly conducted Acquired Assets, the Assumed Liabilities, the Excluded Assets and the Retained Liabilities subject to the reimbursement of the party receiving such request for any actual out-of-pocket expenses incurred by the Seller party receiving such request in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom and to access a reasonable amount of the time and attention of individual employees of the Buyer Sub after the Closing (so long as such access does not unreasonably interfere with performance of their duties for the Buyer) with respect to subject matters they are familiar with, to the extent that such access may be reasonably required by the requesting Party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and its obligations under this Agreement or the Ancillary Agreements, Section 1.6(c). (iiid) compliance with the requirements of any Governmental Authority, or (iv) in connection with any actual or threatened proceeding. Further, the Buyer Sub agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any books, records and other data included in the Transferred Assets unless the Buyer Sub shall first offer in writing to surrender such books, records and other data to the Seller and the Seller Stockholders and such other Parties shall not agree in writing to take possession thereof during the ten (10) Business Day period after such offer is made. Notwithstanding anything to the contrary contained in this paragraphSection 1.6, if the Parties parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this paragraph Section 1.6(c) shall be subject to applicable rules relating to discovery. [Signature pages follow.]

Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at the Buyer’s 's request and without further consideration, the Seller shall shall: (i) execute and deliver to the Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, ; (ii) provide such materials and information information; (iii) to assist Buyer in preparing copyright registrations for any of the copyrightable works described in Section 1.1.1 (h); and (iv) take such other actions actions, as the Buyer may reasonably deem necessary or desirable and reasonably request in order more effectively to transfer, convey and assign to the Buyer SubBuyer, and to confirm the Buyer Sub’s Buyer's title to, all of the Transferred Purchased Assets, to enforce Buyer's Rights thereunder and, to the full extent permitted by Lawlaw, to put the Buyer Sub in actual possession and operating control of the Transferred Purchased Assets and to use Commercially Reasonable Efforts to assist the Buyer in exercising all rights with respect theretothereto and otherwise to cause Seller to fulfill its obligations under this Agreement and the Transaction Documents. In addition, if after Buyer has made reasonable efforts to enforce an Assigned Contract or collect an Account Receivable, Seller, upon Buyer's reasonable request, shall file and prosecute litigation, at Buyer's expense, to enforce such Assigned Contracts or to collect such the Account Receivable. In lieu of filing and prosecuting such litigation, Seller may, in its sole discretion, grant Buyer a power of attorney to file and prosecute such litigation. Notwithstanding anything to the contrary in this paragraph, Buyer shall have no right to require or compel Seller to provide it with a power of attorney. (b) Upon the occurrence of the Closing and effective as of the Effective Time, the Seller hereby constitutes and appoints the Buyer Sub the true and lawful attorney of the Seller, with full power of substitution, in the name of the Seller or the Buyer Sub, but on behalf of and for the benefit of the Buyer: (i) to demand and receive from time to time any and all of the Transferred Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings that the Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Transferred Assets; and (iii) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (ii) as the Buyer shall deem desirable. The Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (c) Following the Closing, and subject to applicable Law, privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer Sub Seller will afford the Seller and the Seller Stockholders and their respective Buyer, its counsel and its accountants, and the Seller and the Seller Stockholders and their respective counsel and accountants will afford the Buyer Sub, during normal business hours and upon reasonable noticehours, reasonable access to the books, records and other data relating to the business formerly conducted by the Seller Business in its Seller's possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom and to access a reasonable amount of the time and attention of individual employees of the Buyer Sub after the Closing (so long as such access does not unreasonably interfere with performance of their duties for the Buyer) with respect to subject matters they are familiar withtherefrom, to the extent that such access may be reasonably required by the requesting Party Buyer in connection with with: (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement against any party to an Assigned Contract; (ii) establishing title or the Ancillary Agreements, other rights with respect to any Purchased Asset; (iii) the determination of or defense of claims made with any third party in connection with the Assumed Liabilities; or (iv) compliance with the requirements of any Governmental Authority, or Entity. (ivc) in connection with any actual or threatened proceeding. Further, the Buyer Sub agrees for For a period extending six (6) years not to exceed 90 calendar days after the Closing Date not Closing, Seller will use Commercially Reasonable Efforts to destroy or otherwise dispose introduce Buyer to customers of any books, records the Business and other data included in to cooperate with Buyer's efforts to retain the Transferred Assets unless customers of the Buyer Sub shall first offer in writing to surrender Business. All related travel expenses associated with such books, records and other data to the Seller and the Seller Stockholders and such other Parties shall not agree in writing to take possession thereof during the ten (10) Business Day period after such offer is made. Notwithstanding anything to the contrary contained in this paragraph, if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this paragraph shall introductions will be subject to applicable rules relating to discovery. [Signature pages followborne by Buyer.]

Post-Closing Cooperation. (a) At any time or from time Subject to time after Article 9, for the Closing, at the Buyer’s request and without further consideration, the Seller shall execute and deliver to the Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as the Buyer may reasonably deem necessary or desirable in order to transfer, convey and assign to the Buyer Sub, and to confirm the Buyer Sub’s title to, all longer of the Transferred Assetsperiod required by applicable Law or six (6) years following the Closing Date, and, to the full extent permitted by Law, to put the Buyer Sub in actual possession and operating control each of the Transferred Assets Sellers (on the one hand) and to assist the Buyer in exercising all rights with respect thereto. Purchaser (bon the other) Upon the occurrence of the Closing and effective as of the Effective Time, the Seller hereby constitutes and appoints the Buyer Sub the true and lawful attorney of the Seller, with full power of substitution, in the name of the Seller or the Buyer Sub, but on behalf of and for the benefit of the Buyer: will (i) to demand retain books and receive from time to time any and all of the Transferred Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings that the Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or records relating to the Transferred Assets; and (iii) Business or the Acquired Companies in their possession with respect to do all such acts and things in relation periods prior to the matters set forth in the preceding clauses (i) through (ii) as the Buyer shall deem desirable. The Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (c) Following the Closing, and subject to applicable Law, privileges (including the attorney-client privilegeii) and contractual confidentiality obligations, the Buyer Sub will afford the Seller and the Seller Stockholders other parties and their respective counsel and accountants, and the Seller and the Seller Stockholders and their respective counsel and accountants will afford the Buyer Subrepresentatives, during normal business hours of the requested party and upon reasonable noticeat the requesting party’s expense, reasonable access to the books, books and records and other data relating to the business formerly conducted by Business or the Seller Acquired Companies in its their possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom and to access a reasonable amount of the time and attention of individual employees of the Buyer Sub after the Closing (so long as such access does not unreasonably interfere with performance of their duties for the Buyer) with respect to subject matters they are familiar withtherefrom, to the extent that such access may be reasonably required by the requesting Party party. (b) To the extent that, from time to time after the Closing, the Sellers or their Affiliates and/or the Purchaser or its Affiliates identify assets that are owned by the Purchaser or its Affiliates (including the Acquired Companies) but that are in connection with the possession of the Sellers or their Affiliates (including any payments from customers of the Purchaser or its Affiliates (including the Acquired Companies) that are improperly sent to the Sellers or its Affiliates after the Closing), the Sellers will use their respective commercially reasonable efforts to locate such items and take such action as is necessary to put the Purchaser or one of its Affiliates in actual possession thereof; provided, however, that (i) to the preparation extent the Sellers or an Affiliate thereof are legally liable for any Taxes (other than any Transfer Tax and/or VAT) that are imposed on any assets delivered by the Sellers pursuant to this Section 5.16(b), the Purchaser will reimburse the Sellers for the amount of Tax Returns, such Taxes and (ii) to the determination extent the Sellers or enforcement of rights and obligations under an Affiliate thereof are legally liable for any Taxes (other than any Transfer Tax and/or VAT) that are imposed on any payments delivered by the Sellers pursuant to this Agreement or Section 5.16(b), the Ancillary Agreements, (iii) compliance with the requirements amount of any Governmental Authoritypayments required to be delivered by the Sellers will be reduced by such Taxes. To the extent that, from time to time after the Closing, the Purchaser, the Acquired Companies or their respective Affiliates and/or the Sellers or their Affiliates identify assets that are owned by the Sellers or their Affiliates, but that are in the possession of the Purchaser, an Acquired Company or any of their Affiliates (ivincluding any payments from customers of the Sellers that are improperly sent to the Purchaser or its Affiliates (including the Acquired Companies) after the Closing), the Purchaser will use commercially reasonable efforts to locate such assets and take such action as is necessary to put the Sellers or one of their Affiliates in actual possession thereof; provided, however, that (i) to the extent the Purchaser or an Affiliate is legally liable for any Taxes (other than any Transfer Tax and/or VAT) imposed on any assets delivered by the Purchaser pursuant to this Section 5.16(b), the Sellers will reimburse the Purchaser for the amount of such Taxes and (ii) to the extent the Purchaser or an Affiliate is legally liable for any Taxes (other than any Transfer Tax and/or VAT) imposed on any payments delivered by the Purchaser pursuant to this Section 5.16(b), the amount of any payments required to be delivered by the Purchaser will be reduced by such Taxes. Any Transfer Tax and/or VAT which arises in connection with any actual transfer or threatened proceeding. Further, delivery contemplated under this Section will be borne by the Buyer Sub agrees parties on the same basis as is provided for in Article 9. (c) For a period extending six of ninety (690) years days after the Closing Date not and upon reasonable advance notice, the Selling Affiliates shall provide the Purchaser and its representatives reasonable access to, and the reasonable assistance of, its employees (who will interact, as reasonably required, with the applicable service providers of the Sellers and their Affiliates to destroy or otherwise dispose provide such assistance) during normal business hours, subject to reasonable coordination with the Seller (including with respect to ensuring security and safety) and without unreasonable interference to the operation of any Sellers’ and their Affiliates’ business, in the collection and review of materials, books, records records, historical financial and other data included in information of the Transferred Assets unless the Buyer Sub shall first offer in writing to surrender such books, records and other data Selling Affiliates relating to the Seller Purchased Assets and the Seller Stockholders Business for the purpose of assisting the Purchaser to prepare its audited financials reflecting acquisition of the Purchased Assets and such other Parties shall not agree in writing the Business (with any associated out-of-pocket costs incurred by the Sellers or their Affiliates to take possession thereof during be promptly paid by Purchaser, on the ten (10) Business Day period after such offer is made. Notwithstanding anything provision of reasonable evidence of same by the Sellers to the contrary contained in this paragraph, if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this paragraph shall be subject to applicable rules relating to discovery. [Signature pages followPurchaser).]

Post-Closing Cooperation. (a) At any time or from time From and after the date hereof, the Purchaser and the Selling Entities shall cooperate with each other, and the Purchaser shall use its commercially reasonable efforts to time identify which of the contracts, agreements and arrangements set forth in Section 3.14(a) of the Disclosure Schedule (the "Restricted Agreements") are, after the Closing, at necessary or desirable for the Buyer’s request Purchaser, any applicable Acquiring Subsidiary or any Purchased Entity, in the reasonable determination of the Purchaser, to conduct any of the Acquired Businesses in the ordinary course of business, consistent with past practices. (i) In the event that the Purchaser shall, from time to time, determine that one or more of the Restricted Agreements are necessary to conduct any of the Acquired Businesses in the ordinary course of business, the Purchaser shall notify Seller in writing of such determination and without further consideration(ii) with respect to each software license agreement with respect to Stucky Software, the Seller shall execute and deliver shall, promptly thereafter (or, with respe▇▇ ▇▇ Stucky Software) use its reasonable best efforts to obtain from each o▇ ▇▇▇ counterparties thereto, a consent to transfer or assign (or a waiver in respect of any such transfer or assignment of) such Restricted Agreement to the Buyer such other instruments of salePurchaser, transferan Acquiring Subsidiary or a Purchased Entity (including, conveyance, assignment and confirmation, provide such materials and information and take such other actions as the Buyer may reasonably deem by paying any necessary waiver or desirable in order to transfer, convey and assign consent fees to the Buyer Sub, and counterparties thereof to confirm the Buyer Sub’s title to, all of the Transferred Assets, and, to the full extent permitted by Law, to put the Buyer Sub in actual possession and operating control of the Transferred Assets and to assist the Buyer in exercising all rights with respect theretoeffect such transfer or assignment). (b) Upon the occurrence of the Closing and effective as of the Effective Time, the Seller hereby constitutes and appoints the Buyer Sub the true and lawful attorney of the Seller, with full power of substitutionIf, in the name exercise of its reasonable best efforts to obtain any consent or waiver pursuant to the provisions of Section 5.21(a) above, then the Seller shall be required to pay any fees or the Buyer Sub, but on behalf of and additional payments in consideration for the benefit of the Buyer: (i) consent or waiver to demand and receive from time to time any and all of the Transferred Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all proceedings that the Buyer may deem proper in order to collect, assert such transfer or enforce any claim, right or title of any kind in or to the Transferred Assets; and (iii) to do all such acts and things in relation to the matters set forth in the preceding clauses (i) through (ii) as the Buyer shall deem desirable. The Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. (c) Following the Closing, and subject to applicable Law, privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Buyer Sub will afford the Seller and the Seller Stockholders and their respective counsel and accountantsassignment, and the Seller and Purchaser shall reimburse the Seller Stockholders and their respective counsel and accountants will afford the Buyer Sub, during normal business hours and upon reasonable notice, reasonable access an amount equal to the books, records and other data relating to the business formerly conducted 50% of any such fees or additional payments actually paid by the Seller; provided, that if the Seller in its possession is unable to obtain any consents or waivers with respect to periods the transfer of any Property subject to a Restricted Agreement prior to the Closing Date, then the Seller shall provide the Purchased Entities use and access to such Property pursuant to the right to make copies and extracts therefrom and to access a reasonable amount of the Transition Services Agreement until such time and attention of individual employees of the Buyer Sub after the Closing (so long as such access does not unreasonably interfere with performance of their duties for the Buyer) with respect to subject matters they consents or waivers are familiar with, to the extent that such access may be reasonably required obtained by the requesting Party in connection with (i) the preparation of Tax Returns, (ii) the determination or enforcement of rights and obligations under this Agreement or the Ancillary Agreements, (iii) compliance with the requirements of any Governmental Authority, or (iv) in connection with any actual or threatened proceeding. Further, the Buyer Sub agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any books, records and other data included in the Transferred Assets unless the Buyer Sub shall first offer in writing to surrender such books, records and other data to the Seller and the Seller Stockholders and such other Parties shall not agree in writing to take possession thereof during the ten (10) Business Day period after such offer is made. Notwithstanding anything to the contrary contained in this paragraph, if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this paragraph shall be subject to applicable rules relating to discovery. [Signature pages followSeller.]