Cooperation After the Closing. Buyer, Seller and the Company will, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement.
Cooperation After the Closing. (a) Promptly after the Closing, Company shall put Lincare into full possession and enjoyment of the Assets.
(b) Lincare and Company will, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement.
(c) Company shall be responsible for all income, franchise, sales, use, property, employment (including social security payments), payroll or other tax liabilities, including, without limitation, any interest and penalties thereon, which are attributable to operation or ownership of Company or the Assets or the operation of the Business for periods prior to the Closing Date. Lincare shall be responsible for any such taxes attributable to its ownership of the Assets or the operation of the Business for periods following the Closing Date. Any such taxes requiring apportionment (because Company has paid such liabilities attributable to a period subsequent to the Closing Date or Lincare will pay such taxes attributable to a period prior to the Closing Date) shall be pro-rated on the basis of the fiscal year covered by such taxes, or otherwise on a mutually acceptable equitable basis. If either party shall have paid any taxes for which the other party is responsible as aforesaid, appropriate adjustments will be made by the parties at or as promptly as practicable after the Closing Date. Notwithstanding anything in the foregoing to the contrary, if Lincare will or deems it necessary or appropriate to pay taxes for which Company is responsible, Lincare shall have the right to deduct any amount paid or to be paid by Lincare from the installment payments of the Purchase Price in accordance with Section 7.2 hereof.
(d) It is acknowledged that Lincare has waived compliance by Company with the provisions of any bulk sales or transfer law of any state that is or may be applicable to the transactions contemplated hereby and Company agrees to indemnify Lincare with respect to such waiver and non-compliance in accordance with the provisions of Article 7 hereof in accordance with Section 7.2 hereof.
(e) Company shall use its best efforts to obtain all consents of third parties and to make all filings with and give all notices to third parties and to do any and all other acts and things which may be necessary or reasonably required in order to transfer to L...
Cooperation After the Closing. Buyer, the Company and the Shareholders will, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement and the Transaction Documents. Without limiting the other obligations of the Shareholders hereunder, the Shareholders agree that, after the Closing, the Shareholders shall provide reasonable cooperation and assistance to Buyer or the Company, at Buyer's or the Company's sole cost and expense, with respect to any matters, disputes, suits or claims by or against any person not a party to this Agreement.
Cooperation After the Closing. The Shareholders will, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement and the Merger Documents, including transfer of automobile leases and insurance policies after the Closing. Without limiting the other obligations of the Shareholders hereunder, each of the Shareholders agrees that, after the Closing, he shall provide reasonable cooperation and assistance to TMP, at TMP's sole cost and expense, with respect to any matters, disputes, suits or claims by or against any person not a party to this Agreement.
Cooperation After the Closing. The parties shall, at any time, and from time to time, after the Closing Date, execute and deliver such further instruments of conveyance and transfer and take such additional action or may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement, including using their best efforts to obtain any third party consents not obtained as of the Closing Date.
Cooperation After the Closing. The Shareholders will, at any time, and from time to time, after the Effective Time, execute and deliver such further instruments of conveyance and transfer and take such additional action as may be reasonably necessary to effect, consummate, confirm or evidence the transactions contemplated by this Agreement. Without limiting the other obligations of the Shareholders hereunder, each Shareholder agrees that, after the Closing, he shall provide reasonable cooperation and assistance to Buyer and the Company, at Buyer's sole cost and expense, with respect to any matters, disputes, suits or claims by or against any person not a party to this Agreement and including the execution of agreements with the employees of the Surviving Company in accordance with Buyer's current employment policies and applicable law.
Cooperation After the Closing. After the Closing, Seller and Purchaser shall cooperate in transition of ownership of the Company from Seller to Purchaser. Without limitation, if Seller shall receive any assets of the Company after the Closing, he shall promptly deliver such assets to the Company. If either party or the Company shall need any information for the preparation of tax returns, the other party shall furnish such information in reasonable prior notice.
Cooperation After the Closing. Buyer agrees to provide reasonable access to Seller after the closing to information, records and personnel related to any Excluded Liabilities, such as on-going litigation. Seller will provide all necessary assistance and use its commercially reasonable best efforts in order to assist Buyer in obtaining everything necessary to operate. Seller and Buyer agree to provide transition services substantially in accordance with the Transition Services Agreement attached hereto as Exhibit “F”, which will include payroll services from Buyer to Seller and IT support services and infrastructure from Seller to Buyer, at no charge, through December 31, 2013. Seller shall keep the systems which are utilized by the Business functional through December 31, 2013, and shall notify Buyer of any planned service outages or planned modifications. Buyer shall use good faith efforts to transition off Seller’s IT systems prior to December 31, 2013. The parties will also agree to work together to establish reciprocal service agreements for engineering and project management services that may be billed to clients, at mutually acceptable rates.
Cooperation After the Closing. During the twelve (12) months after the Closing, Buyer at no cost to Seller shall permit employees of Buyer to sell field liner inventories and Xxxxxxx pots and labels on behalf of Seller, provided such sales and services do not interfere with their duties as employees of Buyer.
Cooperation After the Closing. Buyer agrees to provide reasonable access to Seller after the closing to information, records and personnel related to any Excluded Liabilities, such as on-going litigation.
