Common use of Continuing Cooperation Clause in Contracts

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to execute, acknowledge and deliver such documents and instruments as Buyer may reasonably request to vest in Buyer the full legal and equitable title to the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge and deliver such documents and instruments as Seller may reasonably request to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union National Bank's logo or the name "First Union" or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names and Marks") is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx. Buyer agrees that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx after the Closing Date, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer.

Continuing Cooperation. (a) On and after the Closing Date, the Seller agrees to shall execute, acknowledge acknowledge, and deliver such documents and instruments as the Buyer may reasonably request to vest in the Buyer the full legal and equitable title to the Assets and the full legal responsibility for obligations with respect to the Liabilities. The Seller shall provide to the Buyer a credit file, to the extent not otherwise provided, for each Loan sufficient to meet the requirements imposed on the Buyer by federal and state banking authorities. (b) On and after the Closing Date, the Buyer shall execute, acknowledge and deliver such documents and instruments as the Seller may reasonably request to relieve and discharge the Seller from its obligations with respect to the Liabilities. (c) The Seller and the Buyer shall cooperate with each other in connection with any examination conducted by any tax Tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax Tax liability of any business operated by the Seller or the Buyer with respect to the Branches and promptly informing the other of the institution of, of any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union National Bank's the Essex Bank logo or the name "First Union" “Essex Bank,” or any other similar word, name, symbol symbol, logo, sign or device in which the Seller has any interest by itself or in combination with any other word, name, symbol symbol, logo, sign or device, or any similar variation of any of the foregoing (collectively, the "“Retained Names and Marks"”) is being transferred to the Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.27.2 or agreed to in writing by Seller, the Buyer shall not after the Closing Date in any way knowingly use any materials materials, supplies or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx. and Mxxx. (e) The Buyer and the Seller each agrees that Seller it shall maintain, and take all necessary steps to cause each of its representatives, including its directors, officers, employees, agents, and advisors, to maintain the confidentiality of all confidential information provided hereunder by or on behalf of the other (this obligation being referred to herein as the “Confidentiality Provisions”). The parties understand and agree that they will have no responsibility for claims by third parties arising out of, confidential non-public information regarding each other and the transactions described herein and will advise their directors and senior officers not to disclose such information or relating totrade in the securities of Community Bankers Trust Corporation, the use by parent of Seller, until otherwise advised. This Section 11(e) shall remain in full force and effect and shall survive the Buyer execution hereof and the consummation of any Retained Name or Xxxx after the transactions contemplated herein. (f) For a period of eighteen (18) months following the Closing Date, and the Seller shall cooperate with the Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred regarding research of processed items in connection with any such claim) that may arise out of the use thereof Assets and Liabilities, as reasonably requested by Buyerthe Buyer from time to time.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to execute, acknowledge and deliver such documents and instruments as Buyer may reasonably request to vest in Buyer the full legal and equitable title to the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge and deliver such documents and instruments as Seller may reasonably request to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches Branch and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union Sun National Bank's ’s logo or the name "First Union" its name, or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "“Retained Names and Marks"”) is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx; provided, however, that nothing herein shall prevent Buyer from utilizing the Retained Name or Xxxx in any materials delivered to Branch customers in accordance with this Agreement or de minimus uses within 30 days following the Closing Date. Buyer agrees that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx after the Closing Date, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' ’ fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to execute, acknowledge and deliver such documents and instruments as Buyer may reasonably request to vest in Buyer the full legal and equitable title to the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge and deliver such documents and instruments as Seller may reasonably request to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union National Bank's logo or the name "First Union" or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names and Marks") is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or XxxxMark. Buyer agrees agrxxx that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx Mark after the Closing DateDxxx, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer.

Continuing Cooperation. (a) On and after the Closing Date, the Seller agrees to execute, acknowledge and deliver such documents and instruments as the Buyer may reasonably request to vest in the Buyer the full legal and equitable title to the Assets and Liabilities. In addition, the Seller shall use commercially reasonable efforts to assist the Buyer in establishing a credit file, to the extent not otherwise provided, for each Loan sufficient to meet the requirements imposed on the Buyer by federal banking authorities. (b) On and after the Closing Date, the Buyer shall execute, acknowledge and deliver such documents and instruments as the Seller may reasonably request to relieve and discharge the Seller from its obligations with respect to the Liabilities. (c) The Seller and the Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by the Seller or the Buyer with respect to the Branches Financial Centers and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union the SouthTrust Bank or Wachovia Bank, National Bank's Association logo or the name "First UnionSouthTrust", "Wachovia" or any other similar word, name, symbol or device in which the Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names and Marks") is being transferred to the Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, the Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx. The Buyer agrees that the Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx after the Closing Date, and the Buyer agrees to indemnify and hold harmless the Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by the Buyer.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to execute, acknowledge and deliver such documents and instruments as Buyer may reasonably request to vest in Buyer the full legal and equitable title to the Assets Assets, the Real Property and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge and deliver such documents and instruments as Seller may reasonably request to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.28.2, no interest in or right to use First Union National Bank's Seller’s logo or the name "First Union" its name, or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "“Retained Names and Marks"”) is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.28.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx; provided, however, that nothing herein shall prevent Buyer from utilizing the Retained Name or Xxxx in any materials delivered to customers of the Branches in accordance with this Agreement or de minimus uses within 30 days following the Closing Date. Buyer agrees that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx after the Closing Date, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' ’ fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to execute, acknowledge and deliver such documents and instruments as Buyer may reasonably request to vest in Buyer the full legal and equitable title to the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge and deliver such documents and instruments as Seller may reasonably request to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union National Bank's logo or the name "First Union" or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names and Marks") is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx. Buyer agrees that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx after the Closing Date, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer. (e) Buyer agrees to provide reasonable assistance and cooperation, at no expense to Buyer, to Seller and its Affiliates in activities related to the prosecution or defense of any pending or future lawsuits, arbitrations, other proceedings or claims involving the Seller's or its Affiliates and the Branches ("Seller's Litigation"). In addition, Buyer shall facilitate, without expense to Buyer, the reasonable availability to Seller of the Transferred Employees, without the need for issuance of any subpoena or similar process, to testify or assist Seller in the Seller's Litigation.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to give such further reasonable assurances and to execute, acknowledge and deliver such documents bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer as Buyer in Buyer's reasonable judgment may reasonably request be necessary or appropriate to vest effectively in Buyer the full legal and equitable title to all the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge acknowledge, and deliver such any documents and or instruments as Seller in Seller's reasonable judgment may reasonably request be necessary or appropriate to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate fully with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches Branch and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union National Bank's Planters' logo or the name "First UnionUnion Planters" or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names Name and Marks") is being transferred to Buyer pursuant to the transactions contemplated hereby. Seller shall remove all signage bearing its name or logo at the Branch no later than the Closing Date. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx. Buyer agrees that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx after the Closing Date, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to execute, acknowledge and deliver such documents and instruments as Buyer may reasonably request to vest in Buyer the full legal and equitable title to the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge and deliver such documents and instruments as Seller may reasonably request to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches Branch and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union Sun National Bank's logo or the name "First Union" its name, or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names and Marks") is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or XxxxMark. Buyer agrees that Seller shall have no responsibility responsibxxxxy for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx Mark after the Closing Date, and Buyer agrees to indemnify and hold xxxd harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to give such further reasonable assurances and to execute, acknowledge and deliver such documents bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer as Buyer may in Buyer's judgment are reasonably request necessary and appropriate to vest effectively in Buyer the full legal and equitable title to all the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge acknowledge, and deliver such any documents and or instruments as Seller in Seller's judgment may be reasonably request necessary and appropriate to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate fully with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union National BankBank of Georgia's logo or the name "First Union" or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names and Marks") is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx. Buyer agrees that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer thereof of any Retained Name or Xxxx after the Closing Date, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to execute, acknowledge and deliver such documents and instruments as Buyer may reasonably request to vest in Buyer the full legal and equitable title to the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge and deliver such documents and instruments as Seller may reasonably request to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union National Bank's logo or the name "First Union" or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names and Marks") is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or XxxxMark. Buyer agrees that Seller shall have no responsibility for claims claxxx by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx Mark after the Closing Date, and Buyer agrees to indemnify and hold harmless xxxmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer. (e) Buyer agrees to provide reasonable assistance and cooperation to Seller and its Affiliates in activities related to the prosecution or defense of any pending or future lawsuits, arbitrations, other proceedings or claims involving the Seller's or its Affiliates and the Branches ("Seller's Litigation"). In addition, Buyer shall facilitate, without expense to Seller, the reasonable availability to Seller of the Transferred Employees, without the need for issuance of any subpoena or similar process, to testify or assist Seller in the Seller's Litigation.

Continuing Cooperation. (a) On and after the Closing Date, Seller agrees to execute, acknowledge and deliver such documents and instruments as Buyer may reasonably request to vest in Buyer the full legal and equitable title to the Assets and Liabilities. (b) On and after the Closing Date, Buyer shall execute, acknowledge and deliver such documents and instruments as Seller may reasonably request to relieve and discharge Seller from its obligations with respect to the Liabilities. (c) Seller and Buyer shall cooperate with each other in connection with any examination conducted by any tax authority subsequent to the Closing Date by promptly providing upon request information relating to the tax liability of any business operated by Seller or Buyer with respect to the Branches and promptly informing the other of the institution of, any material developments concerning, and the outcome of, the same. (d) Except as provided in Section 7.2, no interest in or right to use First Union National Bank's logo or the name "First Union" or any other similar word, name, symbol or device in which Seller has any interest by itself or in combination with any other word, name, symbol or device, or any similar variation of any of the foregoing (collectively, the "Retained Names and Marks") is being transferred to Buyer pursuant to the transactions contemplated hereby. Unless permitted pursuant to Section 7.2, Buyer shall not after the Closing Date in any way knowingly use any materials or property, whether or not in existence on the Closing Date, that bear any Retained Name or Xxxx. Buyer agrees that Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Buyer of any Retained Name or Xxxx after the Closing Date, and Buyer agrees to indemnify and hold harmless Seller from any and all claims (and all expenses, including reasonable attorneys' fees and disbursements incurred in connection with any such claim) that may arise out of the use thereof by Buyer. (e) Buyer agrees to provide reasonable assistance and cooperation to Seller and its Affiliates in activities related to the prosecution or defense of any pending or future lawsuits, arbitrations, other proceedings or claims involving the Seller's or its Affiliates and the Branches ("Seller's Litigation"). In addition, Buyer shall facilitate, without expense to Seller, the reasonable availability to Seller of the Transferred Employees, without the need for issuance of any subpoena or similar process, to testify or assist Seller in the Seller's Litigation.