Delivery of Records and Contracts. At or prior to the First Closing, --------------------------------- ARC shall deliver or cause to be delivered to Buyer all of ARC's leases, contracts, commitments, agreements (including without limitation non-competition agreements) and rights that are included in the Subject Assets, with such assignments thereof and consents to assignments as are necessary to assure Buyer the full benefit of the same. ARC shall also deliver to Buyer at the First Closing all business records, tax returns, books and other data relating to ARC and the Subject Assets, and ARC shall take all requisite steps to put Buyer in actual possession and operating control of the Subject Assets. After the First Closing, Buyer shall afford to ARC and its accountants and attorneys, for the purpose of preparing such tax returns of ARC as may be required after the First Closing, reasonable access to the books and records of ARC delivered to Buyer under this Section and shall permit ARC, at ARC's expense, to make extracts and copies therefrom. After the First Closing, ARC shall afford to Buyer and its accountants and attorneys, for the purpose of preparing and supporting such tax returns of Buyer as may be required after the First Closing, reasonable access to the relevant books and records of ARC retained by ARC and shall permit Buyer, at Buyer's expense, to make extracts and copies therefrom. ARC and Buyer each agree to retain any such books and records for a period of seven years or, in the event either party elects to dispose of such books and records in any manner, such party shall notify the other party of its intent to do so and shall offer the other party the opportunity to receive such books and records or, at the other party's expense, full and complete copies thereof.
Delivery of Records and Contracts. Seller shall deliver or cause --------------------------------- to be delivered to Buyer all of the Assumed Contracts, with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of the same. Seller shall also deliver to Buyer at the Closing all of its business records, tax returns, books and other data relating to their respective assets, businesses and operations (except Corporate Records excluded under Section 1.2(b) as to which only copies need be delivered in accordance with such Section), and Seller shall take all requisite steps to put Buyer in actual possession and operating control of the assets and businesses of Sellers.
Delivery of Records and Contracts. At the Closing, Seller shall deliver or cause to be delivered to Buyer all of Seller’s leases, contracts, commitments, agreements (including, without limitation, noncompetition agreements) and rights, with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of the same. Seller shall also deliver to Buyer at the Closing all of Seller’s business records, tax returns, books and other data relating to its assets, business and operations (except corporate records and other property of Seller excluded under Subsection 1.01(b), as to which only copies need be delivered in accordance with such Section), and Seller shall take all requisite steps to put Buyer in actual possession and operating control of the assets and business of Seller. After the Closing, Buyer shall afford to Seller and its accountants and attorneys, for the purpose of preparing such tax returns of Seller or Stockholders as may be required after the Closing, reasonable access to the books and records of Seller delivered to Buyer under this Section and shall permit Seller, at Seller’s expense, to make extracts and copies therefrom.
Delivery of Records and Contracts. At the Closing, Seller shall deliver or cause to be delivered to Buyer all of Seller’s leases, contracts, commitments and rights, with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of the same. Seller shall also deliver to Buyer at the Closing all of Seller’s Business Records, tax returns for the five (5) years prior to the Closing, books and other data relating to the Subject Assets, and the Business and operations represented thereby (except corporate records, original tax returns and financial statements, and other property of Seller excluded under Section 1.1(b)) and Seller shall take all requisite steps to put Buyer in actual possession and operating control of the assets and Business of Seller. After the Closing, Buyer shall afford to Seller and its accountants and attorneys reasonable access to the books and records of Seller delivered to Buyer under this Section 1.7, all of which shall be retained by Buyer until December 31, 2013, and shall permit Seller to make extracts and copies therefrom for the purpose of preparing such tax returns of Seller as may be required after the Closing and for other proper purposes approved by Buyer. Similarly, after the Closing, Seller shall afford to Buyer and its accountants and attorneys reasonable access to the books and records of Seller retained by Seller under Section 1.1(b) and shall permit Buyer to make extracts and copies therefrom for any proper purpose.
Delivery of Records and Contracts. At the Closing, Seller shall deliver or cause to be delivered to Purchaser all the leases, contracts, commitments, agreements and rights constituting Acquired Assets, with such assignments thereof and consents to assignments as are necessary to assure Purchaser of the full benefit of the same, subject to Section 3.5 with respect to agreements not freely assignable at the date hereof. Seller shall also deliver to Purchaser at the Closing all business records, tax returns, books and other data relating to the Seller's Dental Business (or true and complete copies in the case of tax and accounting records), except the Corporate Records and other Excluded Assets, and Seller shall take all requisite steps to put Purchaser in actual possession and operating control of the Acquired Assets as of the Closing. After the Closing, Purchaser shall afford to Seller and its accountants and attorneys, for the purpose of preparing such tax returns of Seller as may be required after the Closing, reasonable access to the books and records of Seller delivered to Purchaser under this Agreement and shall permit Seller at Seller's expense, to make extracts and copies therefrom, provided that all such information shall be held in confidence except as Purchaser deems necessary to prepare or complete tax returns or to respond to inquiries from taxing authorities or pursuant to court order.
Delivery of Records and Contracts. At the Closing, Clintec, to the extent FRS does not already have possession of such documents or rights, shall deliver or cause to be delivered to FRS, at FRS' request, all written leases, contracts, commitments and rights evidencing Contributed Assets and Assumed Liabilities, with such assignments thereof and consents to assignments as are necessary to assure FRS of the full benefit of the same. From time to time, pursuant to the request of FRS delivered to Clintec after the Closing, Clintec, at Clintec's expense and without any further consideration, will execute and deliver to FRS such instruments and documents of conveyance and transfer, and do and cause to be done such acts or things, as FRS may reasonably request in order to more effectively contribute, convey, transfer and assign to FRS, or to perfect or record FRS's interest in or title to, or to enable FRS to use, any and all of the Contributed Assets, or otherwise to carry out the purposes and intent of this Agreement.
Delivery of Records and Contracts. At the Closing, Seller shall deliver or cause to be delivered to Buyer all of Seller's leases, contracts, commitments, agreements applicable to the Business and rights in each case to the extent included in the Subject Assets, with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of the same. Buyer in its sole discretion may waive the obtainment of any necessary consent or assignment prior to the Closing, in which case Seller's sole obligation with respect thereto will be to use reasonable efforts to cooperate with Buyer in obtaining same following the Closing. Seller shall also make available to Buyer all of Seller's business records, tax returns, books and other data, in each case included in the Subject Assets, and Seller shall take all reasonable steps to put Buyer in actual possession and operating control of the Subject Assets.
Delivery of Records and Contracts. Promptly following the Closing, Seller shall deliver or cause to be delivered to Buyer the Assigned Contract and any warranty or other manufacturer/vendor documentation for the Transferred Equipment in Seller’s possession. At Buyer’s request within ninety (90) days following the Closing Date, Seller shall direct its patent counsel to transfer files possessed by such counsel for the Assigned Patent Rights (and Xxxxxxx Patent Rights, if any) to Buyer provided that Buyer pays the cost of such transfer. At or promptly following the Closing, Seller shall take all requisite steps, if any, subject to Buyer’s reasonable cooperation and availability, to put Buyer in actual possession of the Purchased Assets in accordance with Section 2.16.
Delivery of Records and Contracts. At the Closing, uKarma shall deliver or cause to be delivered to Awesome Living all of uKarma’s leases, contracts, commitments, agreements (including without limitation non-competition agreements) and rights, with such assignments thereof and consents to assignments as are necessary to assure Awesome Living of the full benefit of the same. uKarma shall also deliver to Awesome Living at the Closing all of uKarma’s business records, tax returns, books and other data relating to its assets, business and operations (other than such records and data that are part of the Excluded Liabilities), and uKarma shall take all requisite steps to put Awesome Living in actual possession and operating control of the assets and business of uKarma. After the Closing, Awesome Living shall afford to uKarma and its accountants and attorneys, for the purpose of preparing such tax returns of uKarma as may be required after the Closing, reasonable access to the books and records of uKarma delivered to Awesome Living under this Section and shall permit uKarma to make extracts and copies therefrom.
Delivery of Records and Contracts. (a) At the time of the Closing, subject to subsection (b) below, the Seller shall deliver or cause to be delivered to Buyer all of the Contracts, licenses, agreements and rights which are included in the Acquired Assets, with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of same.
(b) If an attempted sale, conveyance, assignment, transfer or delivery of any Contracts, licenses, agreements or any other assets, rights or benefits to be sold, conveyed, assigned, transferred and delivered to Buyer which are included in the Acquired Assets (collectively, the “Rights”) would be ineffective without the consent of any other person or entity, and such consent has not been obtained on or before the Closing Date, this Agreement shall not constitute an assignment or an attempted assignment of such Right if such assignment or attempted assignment would constitute a breach thereof or be unlawful. In such case, the Seller shall use its best efforts to obtain, as promptly as practicable, the consent of each such person or entity in all cases in which such consent is required, and the Seller and Buyer will cooperate in any reasonable arrangement designed to enable the Seller to perform its obligations hereunder, and to provide for the assumption by Buyer of the benefits, risks and burdens of any such Contract, license, agreement or other asset.
