Cooperation After Closing. From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.
Cooperation After Closing. After the Closing Date, Purchaser and Seller shall whenever and as often as shall be reasonably required by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all further instruments as may be necessary or expedient to consummate the transactions provided for in this Agreement.
Cooperation After Closing. (a) Seller and Buyer shall cooperate with each other during the period ending twenty (20) years after the Closing in clearing the title to any of the Transferred Assets to Buyer pursuant hereto if Seller's title to any such property as of the Closing Date, shall be defective, not marketable or nonassignable. In this connection, Seller shall take all commercially reasonable action, including the furnishing of documents and evidences of title and assistance in the preparation and trial of any necessary litigation, to clear title to any the property, all of which shall be at the expense of Seller.
(b) For the greater of five years from the Closing Date and the period as may be required by any statute, regulation or Governmental Authority or any then pending litigation, Buyer shall permit Seller and its representatives reasonable access to the Records that are transferred to Buyer in connection herewith in anticipation of, or preparation for, existing or future litigation or any Tax audit which Seller or any of its Affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at Buyer's principal places of business or at any location where the Records are stored; provided that (i) any access shall be had or done in a manner so as to not interfere with the normal conduct of the Business, (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any statute or regulation or applicable confidentiality agreement with any Person, and (iii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would cause Buyer or any of its Affiliates to waive its attorney-client privilege or attorney work product privilege.
(c) For the greater of five years from the Closing Date and the period as may be required by any statute, regulation or Governmental Authority or any then pending litigation, Seller shall permit Buyer and its representatives reasonable access to the general business records and files of Seller in anticipation of, or preparation for, existing or future litigation or any Tax audit in which Buyer or any of its affiliates is involved and which is related to the Business or the Transferred Assets, during regular business hours and upon reasonable notice at Seller's principal places of business or at any location where the records or files are stored; provided tha...
Cooperation After Closing. Each Party shall, at any time and from time to time after Closing, execute, acknowledge (where appropriate) and deliver such further instruments and documents and take such other action as may be reasonably requested by another Party in order to carry out the intent and purpose of this Agreement. Seller agrees that, upon receipt after Closing of checks, mail or other property or documents which are the property of the Company, Seller will promptly forward such items to the Company at Purchaser’s address as set forth in Section 8.3.
Cooperation After Closing. Each Party shall, at any time and from time to time after Closing, execute, acknowledge where appropriate and deliver such further instruments and documents and take such other action as may be reasonably requested by another Party in order to carry out the intent and purpose of this Agreement.
Cooperation After Closing. Each party and its subsidiaries and affiliates agrees to cooperate with the other parties and their subsidiaries and affiliates as necessary to permit timely responses to any audits or other similar requests for information or records not otherwise addressed above. Without limiting the generality of the foregoing, Buyer and NHC agree to timely assist Sellers with respect to payor repayment obligations, if any, including without limitation by providing staffing assistance and access to records as reasonably requested.
Cooperation After Closing. Buyer and Seller shall cooperate with each other and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Business to Buyer and to minimize any disruption to the respective businesses of Seller or the Business that might result from the Transactions. Neither party shall be required by this Section 8.4 to take any action that would unreasonably interfere with the conduct of its business.
Cooperation After Closing. After the Closing Date, Brite, Seller and Buyer shall:
(i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Section 4.5;
(ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Return of Company;
(iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of Company;
(iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of Company for taxable periods for which the other may have a liability under this Agreement;
(v) furnish the other with copies of all correspondence received from any taxing authority in connection with any tax audit or information request with respect to any such taxable period;
(vi) retain and (upon the other party's request) provide records and information that are reasonably relevant to any audit, litigation or other proceeding or to tax matters pertinent to Company relating to any taxable year or period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods and give the other party reasonable written notice prior to transferring, destroying or discarding any such records and information; PROVIDED, if Buyer so requests, after receiving notice that such records are to be destroyed or discarded, Brite shall allow Buyer to take possession of such books and records; and, PROVIDED FURTHER, that Buyer shall not be required to give such notice to Brite after the expiration of the statute of limitations (and any extensions thereof known to Buyer) of the respective tax period to which such books and records relate;
(vii) provide, upon request, all information that may be required for reporting pursuant to Section 6043 of the Code and the regulations thereunder; and
(viii) abide by all record retention agreements entered into with any taxing authority.
Cooperation After Closing. Seller and Purchaser shall have ------------------------- agreed on procedures for handling ACH transactions, direct deposits, in-clearing items, ATM transactions and like transactions related to the Deposit Liabilities after the Closing Date.
Cooperation After Closing. After the Closing, Ceding Company and Reinsurer shall cooperate by furnishing any additional information and executing and delivering any additional documents as may be reasonably requested by the other party to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the Ancillary Agreements, or to aid in the preparation of any regulatory filing, financial statement or Tax Return; provided, however, that any such additional documents must be reasonably satisfactory to each of the parties and not impose upon either party any material liability, risk, obligation, loss, cost or expense not within the four corners of this Agreement or the Ancillary Agreements.