Property Records. Within thirty (30) days after Closing, Sellers shall deliver (at Sellers’ cost and expense) the Records (which may be in the form of original records or electronic copies) to Buyer at the address of Buyer. With respect to any original Records delivered to Buyer, # Sellers shall be entitled to retain copies of such Records, and Buyer shall preserve and retain any such original Records for at least seven (7) years beyond the Closing Date, during which seven (7) year period Seller shall be entitled to obtain access to such Records, at reasonable business hours and upon prior notice to Buyer, so that Sellers may make copies of such original Records, at Sellers’ expense (and Sellers shall maintain the strict confidentiality of any Records of which it retains any copies), including as may be reasonable or necessary in connection with any Proceeding or threatened Proceeding against Seller.

Property and Records. Upon the termination of Executive’s employment hereunder for any reason or for no reason, or if Company otherwise requests, Executive shall: # return to Company all tangible business information and copies thereof (regardless how such Confidential Information or copies are maintained), and # deliver to Company any property of Company which may be in Executive’s possession, including, but not limited to, Blackberry-type devices, smart phones, laptops, cell phones (the foregoing, “electronic devices”), products, materials, memoranda, notes, records, reports or other documents or photocopies of the same. Executive may retain copies of any exclusively personal data contained in or on Company-owned electronic devices returned to Company pursuant to the foregoing. The foregoing notwithstanding, Executive understands and agrees that Company property belongs exclusively to Company, it should be used for Company business, and Executive has no reasonable expectation of privacy on any Company property or with respect to any information stored thereon.

Property Records. Within thirty (30) days after Closing, Sellers shall deliver (at Sellers’ cost and expense) the Records (which may be in the form of original records or electronic copies) to Buyer at the address of Buyer. With respect to any original Records delivered to Buyer, # Sellers shall be entitled to retain copies of such Records, and # Buyer shall preserve and retain any such original Records for at least seven (7) years beyond the Closing Date. During such seven (7) year period, Seller shall be entitled to obtain access to such Records, at reasonable business hours and upon prior notice to Buyer, so that Sellers may make copies of such original Records, at Sellers’ expense (and Sellers shall maintain the strict confidentiality of any Records of which it retains any copies), including as may be reasonable or necessary in connection with any Proceeding or threatened Proceeding against Seller.

Property Records. Within thirty (30) days after Closing, Seller shall deliver (at Seller’s cost and expense) the Records (which may be in the form of original records or electronic copies) to Buyer at the address of Buyer. With respect to any original Records delivered to Buyer, Seller shall be entitled to retain copies of such Records, and Buyer shall preserve and retain any such original Records for at least seven (7) years beyond the Closing Date. During such seven (7) year period, Seller shall be entitled to obtain access to such Records, at reasonable business hours and upon prior notice to Buyer, so that Seller may make copies of such original Records, at Seller’s expense (and Seller shall maintain the strict confidentiality of any Records of which it retains any copies), including as may be reasonable or necessary in connection with any Proceeding or threatened Proceeding against Seller.

Property and Records. Upon the termination of Executive’s employment hereunder for any reason or for no reason, or if Company otherwise requests, Executive shall: # return to Company all tangible business information and copies thereof (regardless how such Confidential Information or copies are maintained), and # deliver to Company any property of Company which may be in Executive’s possession, including, but not limited to, Blackberry-type devices, smart phones, laptops, cell phones (the foregoing, “electronic devices”), products, materials, memoranda, notes, records, reports or other documents or photocopies of the same. Executive may retain copies of any exclusively personal data contained in or on Company-owned electronic devices returned to Company pursuant to the foregoing. The foregoing notwithstanding, Executive understands and agrees that Company property belongs exclusively to Company, it should be used for Company business, and Executive has no reasonable expectation of privacy on any Company property or with respect to any information stored thereon.

Property and Records. Upon the termination of Executive’s employment hereunder for any reason or for no reason, or if Company otherwise requests, Executive shall: # return to Company all tangible business information and copies thereof (regardless how such Confidential Information or copies are maintained), and # deliver to Company any property of Company which may be in Executive’s possession, including, but not limited to, Blackberry-type devices, smart phones, laptops, cell phones (the foregoing, “electronic devices”), products, materials, memoranda, notes, records, reports or other documents or photocopies of the same. Executive may retain copies of any exclusively personal data contained in or on Company-owned electronic devices returned to Company pursuant to the foregoing. The foregoing notwithstanding, Executive understands and agrees that Company property belongs exclusively to Company, it should be used for Company business, and Executive has no reasonable expectation of privacy on any Company property or with respect to any information stored thereon.

Records. Executive shall use his best efforts and skills to truthfully, accurately, and promptly prepare, maintain, and preserve all records and reports that the Company may, from time to time, request or require, fully account for all money, records, equipment, materials, or other property belonging to the Company of which he may have custody, and promptly pay and deliver the same whenever he may be directed to do so by the Board.

Return of Records and Property. Upon termination of his employment with the Company for any or no reason, Employee shall promptly deliver to the Company any and all Company records and any and all Company property in his possession or under his control, including, without limitation, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, source codes, data, tables or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or confidential, proprietary or other secret information of the Company and all copies thereof, and keys, access cards, access codes, passwords, credit cards, personal computers, telephones and other electronic equipment belonging to the Company or the Company.

Property Records and Inspection. Not later than ten (10) days after the Effective Date, Seller shall deliver or make available to Buyer all of the agreements, documents, contracts, information, records, reports and other items described in Exhibit D attached hereto (the “Documents”) that are in its possession or reasonable control. Seller shall promptly provide to Buyer updated versions of those of the Documents that are regularly updated. At all times prior to a Closing pertaining to any given Real Property, Buyer, its agents and representatives shall be entitled to conduct one or more “due diligence inspections,” which includes the rights to: # enter upon the Real Property, on at least 48 hours’ notice to Seller and subject to the restrictions of any Lease, to perform inspections and tests of the Real Property and environmental studies and investigations of the Real Property; # examine and copy any and all books, records, correspondence, financial data, and all other documents and matters, public or private, maintained by Seller or its agents, and relating to receipts and expenditures pertaining to the Real Property; # make investigations with regard to zoning, environmental, building, code and other legal requirements; and # make or obtain market studies and real estate tax analyses. If, at any time prior to the relevant Closing, Buyer, in its sole and absolute discretion, determines that the results of any inspection, test or examination do not meet Buyer’s criteria for the purchase, financing or operation of the Real Property in the manner contemplated by Buyer, or if Buyer otherwise reasonably and in good faith determines that the Real Property is unsatisfactory to it, then Buyer may either # terminate its obligation to purchase that particular Real Property by written notice to Seller, all without any liability or further obligation to Seller, or # negotiate with Seller a mutually acceptable reduced Purchase Price applicable to that particular Real Property; provided, that, in either event, the aggregate Purchase Price set forth in Section 3.1 shall be adjusted and reduced accordingly.

Property Records. Within thirty (30) days after Closing, Seller shall deliver (at Seller’s cost and expense) the Records (which may be in the form of original records or electronic copies) to Buyer at the address of Buyer. With respect to any original Records delivered to Buyer, # Seller shall be entitled to retain copies of such Records, and # Buyer shall preserve and retain any such original Records for at least seven (7) years beyond the Closing Date. During such seven (7) year period, Seller shall be entitled to obtain access to such Records, at reasonable business hours and upon prior notice to Buyer, so that Seller may make copies of such original Records, at Seller’s expense (and Seller shall maintain the strict confidentiality of any Records of which it retains any copies), including as may be reasonable or necessary in connection with any Proceeding or threatened Proceeding against Seller.