Additional Conveyances. 21 13.2. Assignment................................................... 21 13.3. Public Announcements......................................... 21 13.4. Counterparts................................................. 21 13.5. Notices...................................................... 21 13.6.
Additional Conveyances. Following the Closing, the Shareholders and WCI shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as WCI or the Shareholders may reasonably request for the purpose of carrying out this Agreement. The Shareholders will cooperate with WCI and/or the Corporation on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the date of this Agreement.
Additional Conveyances. Upon the execution of this Agreement, Purchaser and Principals mutually agree to promptly undertake, and to pursue, cooperatively and diligently, the obtaining of all approvals, consents and authorizations required to be given by third parties, governmental or private, that are necessary or appropriate to effect the transactions contemplated in this Agreement in an expeditious and prudent manner. In addition, the Principals shall deliver or cause to be delivered on the Meeting Date, and at such other times and places as shall be reasonably agreed on, such additional instruments as Purchaser may reasonably request for the purpose of carrying out this Agreement. The Principals will cooperate and use its best efforts to have the present officers, directors and employees of the Company cooperate with Purchaser on and after the Meeting Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Meeting Date.
Additional Conveyances. Following the Closing, Seller and Buyer shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as Buyer or Seller may reasonably request for the purpose of carrying out this Agreement. Seller will cooperate with WCI and Buyer on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the date of this Agreement.
Additional Conveyances. Following the Closing, the Shareholders and WCI shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as WCI, the Surviving Corporations or the Shareholders may reasonably request for the purpose of carrying out this Agreement. The Shareholders will cooperate with WCI and/or the Surviving Corporations on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the date of this Agreement. WCI or the Surviving Corporations will reimburse the Shareholders for all reasonable expenses incurred by them in providing such information, testimony, evidence or assistance.
Additional Conveyances. 32 9.2 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 9.3 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 9.4 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 9.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 9.6
Additional Conveyances. (a) Borrower represents and warrants that Borrower and SHLD have agreed that the failure to convey the Additional Conveyance Parcels to Borrower of record on the Closing Date was unintentional and each shall use reasonable best efforts to cause the conveyance to be completed expeditiously and in accordance with Section 8.1 (Further Assurances) of the SHLD PSA without additional consideration being required of any party to the SHLD PSA.
(b) Borrower shall, at Borrower’s sole cost and expense, use commercially reasonable efforts to, as promptly as reasonably practicable, (i) cause fee simple or ground leasehold, as applicable, interests in the Additional Conveyance Parcels to be conveyed to Borrower pursuant to conveyance documentation prepared by Borrower and reasonably acceptable to the Lender, (ii) cause a Title Insurance Policy to be issued and Survey to be provided with respect to each of the Additional Conveyance Parcels, (iii) provide Lender evidence of insurance satisfying the applicable requirements of the Loan Agreement with respect to each of the Additional Conveyance Parcels, (iv) to the extent the Additional Conveyance Parcels were not included in the applicable reports provided to Lender in connection with origination of the Loan, provide Lender property condition reports, Environmental Reports and zoning reports with respect to each of the Additional Conveyance Parcels, in each case consistent with the forms and standards for reports provided to Lender in respect of Properties other than the Additional Conveyance Parcels in connection with origination of the Loan and reasonably acceptable to Lender and (v) execute such mortgages, deeds of trust, mortgage amendments or deed of trust amendments as the Lender may reasonably require in connection therewith, in each case in form and substance reasonably acceptable to the Lender. This Section 5.25 shall supersede Section 5.9 of this Agreement and similar provisions of the Loan Documents with respect to the matters set forth herein.
(c) Notwithstanding the foregoing, Borrower shall not be required to take title to the leasehold interest in the Leased Additional Conveyance Parcel to the extent that, after the use of commercially reasonable efforts, it is unable to obtain the consent of the lessor in respect thereof or to enter into an amendment with such lessor to the lease in respect thereof that would permit the Leased Additional Conveyance Parcel to be used and developed by Borrower consistent with...
Additional Conveyances. Following the Closing, Seller and Buyer shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as Buyer or Seller may reasonably request for the purpose of carrying out this Agreement. Seller will cooperate with WCI and Buyer on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the date of this Agreement. Without limiting the generality of the foregoing, Seller acknowledge that WCI has filed a registration statement with the Securities and Exchange Commission (the "SEC") with the expectation that it will conduct an initial public offering in the near future, and that as a public company WCI will be required to file with the SEC and make a available to the public historical audited financial statements which, after the Closing Date, will include the operations of the Business for the years ended December 31, 1997, 1996, 1995, 1994 and 1993, as well as for the period from January 1, 1998, through the Closing Date. Seller will cooperate with WCI and its auditors, and will make available to WCI and its auditors to the extent not included in the Assets, all records of Seller relating to the Business to the extent necessary to enable the information included in such records to be audited and included in WCI's consolidated financial statements or stated separately in accordance with SEC rules.
Additional Conveyances. Following the Closing, Sellers and Buyer shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as Buyer or Sellers may reasonably request for the purpose of carrying out this Agreement. Sellers will cooperate with Buyer on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date. Sellers will cooperate with WCI and its auditors, and will make available to WCI and its auditors to the extent not included in the Assets, all records of Sellers relating to the Business to the extent necessary to enable the information included in such records to be audited and included in WCI's consolidated financial statements or stated separately in accordance with SEC rules.
Additional Conveyances. The following is hereby added as new Section 5.25 to the Loan Agreement:
