Further Assurances; Access to Records. At any time or from time to time, upon the request of the Indenture Trustee (at the written direction of any Noteholder), the Back-up Servicer will, at the Servicer’s expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Indenture Trustee may reasonably request in order to effect fully the purposes of this Agreement, including providing the Indenture Trustee with any information reasonably requested in order to comply with Requirements of Law, subject to prior notice and approval of the Servicer (such approval not to be unreasonably withheld or delayed). The Back-up Servicer agrees to provide access to its records related to its obligations and duties hereunder to the Servicer, the Noteholders and the Indenture Trustee upon reasonable notice and during normal business hours.
Further Assurances; Access to Records. At Buyer’s sole expense, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of, and give effect to the transactions contemplated by, this Agreement and the other Transaction Documents, including as may be necessary or appropriate to assure fully to the Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to the Buyer under this Agreement and the other Transaction Documents and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by the Buyer pursuant to this Agreement and the other Transaction Documents. In connection with any securities or debt offerings of the Buyer or its Affiliates the Seller shall, if requested by the Buyer and at the Buyer’s expense, request that its pre-Closing accountants deliver customary comfort letters with respect to historical Business financial information and consent to, and request that the Seller’s pre-Closing accountants deliver consents to, the inclusion of historical Business financial information and accountant reports in any offering or debt document or registration statement.
Further Assurances; Access to Records. At any time and from time to time after the date hereof, at the request of Buyex xxx without further consideration, Sellers shall execute, acknowledge and deliver all such further documents, and shall do and perform all such further acts and deeds, as may reasonably be requested to more effectively vest in Buyer the rights and benefits intended to be conferred hereby and to consummate more effectively the transactions contemplated hereby. Buyer shall make available to Sellers after the date hereof such records regarding the Company as Seller may require for the purposes set forth in Section 8.4.
Further Assurances; Access to Records. Each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of, and give effect to the transactions contemplated by, this Agreement and the other Transaction Documents, including as may be necessary or appropriate to assure fully to Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer under this Agreement and the other Transaction Documents and to assure fully to Seller the assumption of the liabilities and obligations intended to be assumed by Buyer pursuant to this Agreement and the other Transaction Documents. Without limiting the foregoing, the Seller Parties agree to provide to Buyer and its Representatives with, and will cooperate with Buyer as reasonably requested to obtain, access to all documents, books, records (including Tax Returns of Seller), agreements, workpapers and financial data that relate to the Purchased Assets or the Assumed Liabilities for reasonable business purposes, including as reasonably requested in connection with the preparation of financial statements, securities or debt offerings of Buyer or its Affiliates, the conduct of any field exam by a lender or other third party, preparation of Tax Returns, or any Action; provided, however, that such access may be restricted to the extent required by applicable Law or disclosure of any such information would result in the loss or waiver of the attorney-client privilege. In connection with any securities or debt offerings of Buyer or its Affiliates Seller shall, if requested by Buyer and at Buyer’s expense, request that its pre-Closing accountants deliver customary comfort letters with respect to historical Business financial information and consent to, and request that Seller’s pre-Closing accountants deliver consents to, the inclusion of historical Business financial information and accountant reports in any offering or debt document or registration statement. Notwithstanding anything else to the contrary herein, Owners shall not be required to provide any Tax Returns of Owners to any other party pursuant to this Section 6.9.
Further Assurances; Access to Records. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. After the Closing, the Sellers and their authorized representatives shall have reasonable access to all records and files relating to Choice's business prior to the Closing, upon reasonable notice to Choice, for purposes of (i) considering, defending and resolving and disputes or claims relating to activities conducted prior to the Closing; (ii) preparation of Tax Returns; and (iii) other reasonable and necessary matters related to Choice's operation of its business prior to the Closing.
Further Assurances; Access to Records. Each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of, and give effect to the transactions contemplated by, this Agreement, including as may be necessary or appropriate to assure fully to Buyer all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer under this Agreement and to assure fully to the Seller the assumption of the liabilities and obligations intended to be assumed by Buyer pursuant to this Agreement. Without limiting the foregoing, the Seller agrees to provide to Buyer and its Representatives, and will cooperate with Buyer as reasonably requested to obtain, access to all documents, books, records (including Tax records), agreements, workpapers and financial data that relate to the Purchased Assets or the Assumed Liabilities for reasonable business purposes, including as reasonably requested in connection with the preparation of financial statements, securities or debt offerings of Buyer or its Affiliates, the conduct of any field exam by a lender or other third party, preparation of Tax returns, or any Proceeding; provided, however, that such access may be restricted to the extent required by applicable Law or disclosure of any such information would result in the loss or waiver of the attorney-client privilege
Further Assurances; Access to Records. (a) Each Party agrees (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.
Further Assurances; Access to Records. (a) Sellers hereby agree that they will at any time and from time to time during the four (4) month period following the Closing Date, upon request of and at the expense of Buyer, execute, acknowledge and deliver, or will cause to be executed, acknowledged and delivered, all such further acknowledgments, deeds, assignments, transfers, conveyances and assurances as may be reasonable and necessary for the better assigning, conveying and transferring to Buyer and to its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Purchased Assets to be conveyed to Buyer as provided herein.
Further Assurances; Access to Records. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to herein. Each of the parties hereto (each a "Providing Party") covenants and agrees to give the other party and its representatives (each such other party a "Requesting Party"), upon five (5) days' prior written notice by the Requesting Party to the Providing Party access to the books and records of the Providing Party which reflect such Providing Party's transactions with the Requesting Party, any joint financial, accounting or tax records (including Federal, state and local tax returns and other filings) and any other matters of Providing Party which may involve the Requesting Party. The Requesting Party shall have the right to copy such books and records at the expense of the Requesting Party. In the event a Providing Party intends to destroy or otherwise dispose of any of such books and records, the Providing Party shall give the Requesting Party thirty (30) days' prior written notice of its intent and shall allow the Requesting Party to take possession of and keep such books and records.
Further Assurances; Access to Records. At any time and from time to time after the Closing Date, at the request of Buyer and without further consideration, Seller shall execute, acknowledge and deliver all such further documents, and shall do and perform all such further acts and deeds, as may reasonably be requested to more effectively vest in Buyer the rights and benefits intended to be conferred hereby and to consummate more effectively the transactions contemplated hereby.
