Further Assurance; Post Closing Cooperation Sample Clauses

Further Assurance; Post Closing Cooperation. All transactions at the Closing shall be deemed to have taken place simultaneously. At the Closing, the Purchaser shall deliver to the Company one or more written instruments of assumption in such form as the Company or its counsel shall reasonably request to effect the assumption by the Purchaser as required by this Agreement of all of the Assumed Liabilities. The Company will, from time to time, at the request of the Purchaser, whether at or after the Closing Date, execute and deliver such other and further instruments of conveyance, assignment, transfer and consent as the Purchaser or its counsel may reasonably require for the more effectual conveyance, assignment and transfer of the Assets to the Purchaser and the Company will assist the Purchaser in the collection and reduction to possession of the Assets. Following the Closing, upon reasonable advance notice, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of tax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority (as defined in Section 3.1.2), (iv) the determination or enforcement of the rights and obligations of any party entitled to indemnification under Article VIII, (v) any actual or threatened action or proceeding, and (vi) the verification of the acquired Assets and Assumed Liabilities.

Further Assurance; Post Closing Cooperation. All transactions at the Closing shall be deemed to have taken place simultaneously. The Company will, from time to time, at the request of the Purchaser, whether at or after the Closing Date, execute and deliver such instruments of conveyance and assignment, as the Purchaser or its counsel may reasonably require for the effective conveyance and transfer of the Assets to the Purchaser, and the Company will assist the Purchaser in the collections and reduction to possession of the Assets. Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of tax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority (as defined in Section 2.3.1), (iv) the determination or enforcement of the rights and obligations of any Indemnified Party (as defined in Section 5.5) or (v) in connection with any actual or threatened action or proceeding.

Further Assurance; Post Closing Cooperation. Newport and the Kenna Indemnitors (as defined in Article III.B) will, from time to time, at the reasonable request of the Purchaser, whether at or after the Closing Date, execute and deliver such other and further instruments of conveyance, assignment, transfer and consent reasonably required for the conveyance, assignment and transfer of the Assets (as defined in the Conveyance Documents) pursuant to the Conveyance Documents. Following the Closing, upon reasonable advance notice, each party will afford each other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to Newport or the Kenna Indemnitors or any of the Kenna Indemnitors' respective subsidiary entities, if any, in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party strictly in connection with (i) the preparation of tax returns, (ii) the determination and enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority (as defined in Section 3.1.2), (iv) any actual or threatened action or proceeding, and (v) the verification of the “Assets” and “Assumed Liabilities” (as such terms are defined in the Conveyance Documents), in each case only to the extent relating to the Kenna Business.

Further Assurance; Post Closing Cooperation. Seller and the Majority Shareholder will, from time to time, at the request of Buyer, whether at or after the Closing Date, execute and deliver such other and further instruments of conveyance, assignment, transfer and consent as Buyer or its counsel may reasonably require for the most effectual conveyance and transfer of the Purchased Securities to Buyer. Following the Closing, each Party will afford each other Party, its counsel and its accountants, during normal business hours, reasonable access upon reasonable notice to the books, records and other data relating to the Company in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns or (ii) compliance with the requirements of any Governmental Authority.

Further Assurance; Post Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by Law, to fulfill its obligations under this Agreement and to cause the Sale and other transactions contemplated hereby to occur. (b) At and after the Closing, Purchaser shall, and shall cause its Affiliates to, afford Seller and its representatives, during normal business hours and in accordance with the reasonable procedures established by Purchaser, upon reasonable notice, access to the books, records, properties and employees of each Transferred Entity and the Business to the extent that such access may be reasonably requested by Seller in connection with financial statements preparation, Taxes, any potential Action or investigation by or before a Governmental Entity (including in connection with the matters covered under Section 5.15(e)) and SEC or other Governmental Entity reporting obligations; provided, that nothing in this Agreement shall limit any of Seller’s rights of discovery; provided further that nothing in this Section 5.15(b) shall require Purchaser to afford any access to any of its books, records, properties or employees that, in the reasonable judgment of Purchaser, would (i) disrupt the operations of Purchaser or any of its Affiliates in any significant manner, (ii) result in the disclosure of any Trade Secrets, (iii) contravene any applicable Law, (iv) be in connection with any litigation or similar dispute between the parties or (v) reasonably be expected to result in the loss or waiver of the protection of any attorney-client privilege, attorney work product or other legal privilege (in which case, Purchaser shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to result in a loss or waiver of privilege). (c) Except for Tax Returns and other documents governed by Section 7.7(c), Purchaser agrees to hold all the books and records of each Transferred Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of ten (10) years from the Closing Date or such longer time as may be required by Law. (d) Paper copies of t...

Further Assurance; Post Closing Cooperation. All transactions at the Closing shall be deemed to have taken place simultaneously. At the Closing, the Seller shall deliver all necessary assignments to the Purchaser. The Seller will, from time to time, at the request of the Purchaser, whether at or after the Closing, execute and deliver such other and further instruments of conveyance, assignment, transfer and consent as the Purchaser or its counsel may reasonably require for the conveyance and transfer of the Transferred Interests to the Purchaser. Following the Closing, upon reasonable advance notice, the Seller will afford the Purchaser, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Transferred Interests in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party for the management of the Transferred Interests.

Further Assurance; Post Closing Cooperation. IMS Holdco will, from time to time, at the request of the Purchaser, whether at or after the Closing Date, execute and deliver such other and further instruments of conveyance, assignment, transfer and consent necessary for the conveyance, assignment and transfer of the Assets (as defined in the Conveyance Document) pursuant to the Conveyance Document. Following the Closing, upon reasonable advance notice, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to IMS Holdco or the Company and its subsidiaries, if any, in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of tax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any Governmental or Regulatory Authority (as defined in Section 3.1.2), (iv) the determination or enforcement of the rights and obligations of any party entitled to indemnification under Article VII, (v) any actual or threatened action or proceeding, and (vi) the verification of the Assets and Assumed Liabilities (as defined in the Conveyance Document).

Further Assurance; Post Closing Cooperation. All transactions at the Closing shall be deemed to have taken place simultaneously. At the Closing, the Purchaser shall deliver to Mountain High the Purchase Price. Mountain High will, from time to time, at the request of the Purchaser, whether at or after the Closing Date, execute and deliver such other and further instruments of conveyance, assignment, transfer and consent as the Purchaser or its counsel may reasonably require for the most effectual conveyance and transfer of the Assets to the Purchaser, and Mountain High will assist the Purchaser, including taking all necessary action in reducing to possession the Assets. Following the Closing, each Party will afford the other Party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (a) the preparation of tax returns, (b) the determination or enforcement of rights and obligations under this Agreement, (c) compliance with the requirements of any Governmental or Regulatory Authority (as defined in Section 3.7), (d) the determination or enforcement of the rights and obligations of any Indemnified Party (as defined in Section 8.2 or 8.3) or (e) in connection with any actual or threatened action or proceeding.

Further Assurance; Post Closing Cooperation. All transactions at the Closing shall be deemed to have taken place simultaneously. At the Closing, and from time to time after the Closing Date, Company and the Shareholders will execute and deliver such bills of sale and such other and further instruments of conveyance, assignment, transfer and consent as Purchaser, Calavo or its counsel may reasonably request to effect the conveyance and transfer of the Transferred Assets to Purchaser, and Company will assist Purchaser in the collection and reduction to the Purchaser’s possession of the Transferred Assets. Following the Closing, each of Company and the Purchaser will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (a) the preparation of Tax Returns, (b) the determination or enforcement of rights and obligations under this Agreement, (c) compliance with the requirements of any Governmental Entity, (d) the determination or enforcement of the rights and obligations of any indemnified party, or (e) in connection with any actual or threatened action or proceeding involving the Transferred Assets, the Assumed Liabilities or this Agreement or the transactions contemplated hereby.