Further Assurances and Assistance. Buyer and Seller agree that each will execute and deliver to the other any and all documents, in addition to those expressly provided for herein, that may be necessary or appropriate to effectuate the provisions of this Agreement, whether before, at or after the Closing. Seller agrees that, at any time and from time to time after the Closing, it will execute and deliver to Buyer such further assignments or other written assurances as Buyer may reasonably request to perfect and protect Buyer's title to the Assets.
Further Assurances and Assistance. Seller shall, from time to time, at the request of Purchaser, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, assurances and take such other action as Purchaser may reasonably request and as may be reasonably necessary in order to vest in Purchaser title to and possession and control of the Shares. Purchaser shall, from time to time, at the request and at the cost and expense of Seller, take such action as Seller may reasonably request to assist Seller in complying with all laws applicable to the consummation of the transactions contemplated by this Agreement.
Further Assurances and Assistance. TUG and the Employees shall, from time to time, at the request of TUG, do, execute, acknowledge and deliver or will cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, assurances and take such other action as TUG may reasonably request and as may be reasonably necessary in order to effectuate the terms of this Agreement.
Further Assurances and Assistance. Seller shall, from time to time, at the request of Buyer, execute and deliver such further instruments of transfer and assignment and take such other action as Buyer may reasonably request in order to vest in Buyer title to all of the Purchased Assets and to consummate the transactions contemplated hereby.
Further Assurances and Assistance. Each Party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by the other Party (to the extent consistent with this Agreement and at the other Party’s expense) in order to effectuate fully the purposes, terms and conditions of this Agreement. Without limiting the foregoing, each Party shall provide the other Party with assistance, information and cooperation reasonably requested by such other Party (and at such other Party’s expense) in connection with such other Party’s compliance with regulatory requirements and Applicable Laws with respect to the Xxxx Products and/or End Products (with respect to the Xxxx Product portion thereof) and as required to obtain regulatory approvals and industry certifications for Xxxx Products or End Products (with respect to the Xxxx Product portion thereof), including without limitation in connection with all regulatory filings, approvals and registrations for Xxxx Products and End Products (with respect to the Xxxx Product portion thereof).
Further Assurances and Assistance. The Seller Parties acknowledge and agree that at any time and from time to time after the Effective Time, they will execute and deliver to Buyer such further conveyances, assignments or other written assurances as Buyer may reasonably request to perfect and protect Buyer’s title to the Acquired Assets. Seller Parties further agree that they shall pay or transfer to Buyer, if and when received, any amounts which shall be received by Seller Parties after the Effective Time in respect of any Accounts Receivable or other assets or rights hereby transferred to Buyer.
Further Assurances and Assistance. SeaMaster and the Executives shall, from time to time, at the request of SeaMaster, do, execute, acknowledge and deliver or will cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, assurances and take such other action as SeaMaster may reasonably request and as may be reasonably necessary in order to effectuate the terms of this Agreement.
Further Assurances and Assistance. Buyer, Sub and the Company agree that each will execute and deliver to the other any and all documents, in addition to those expressly provided for herein, that may be necessary or appropriate to implement the provisions of this Agreement, whether before, at or after the Closing. The parties agree to cooperate with each other to any extent reasonably required in order to accomplish fully the transactions herein contemplated.
Further Assurances and Assistance. Purchaser, the Company, and Seller agree that each will execute and deliver to the other any and all documents, in addition to those expressly provided for herein, that may be necessary or appropriate to implement the provisions of this Agreement, whether before, at, or after the Closing. The parties agree to cooperate with each other to any extent reasonably required in order to accomplish fully the transactions herein contemplated.
Further Assurances and Assistance. (a) Each Seller Party acknowledges and agrees that at any time and from time to time after the Closing, each will execute and deliver to Buyer such further conveyances, assignments or other written assurances as Buyer may reasonably request to perfect and protect Buyer’s title to the Acquired Assets. In addition to the foregoing, Seller appoints Buyer, effective as of the Closing, the attorney of Seller with full power of substitution, in the name of Buyer, or the name of Seller, on behalf of and for the benefit of Buyer, to collect items hereby transferred and assigned to Buyer, to endorse, without recourse, all checks and negotiable instruments in the name of Seller the proceeds of which Buyer is entitled to hereunder and to prosecute, in the name of Seller, all proceedings which Buyer may deem proper to enforce any claim of any kind in or to the Acquired Assets. Seller agrees that the foregoing powers are coupled with an interest, shall be irrevocable, and shall not be affected by the dissolution of Seller or for any other reason. Seller further agrees that Buyer shall retain for its own account any amounts collected pursuant to the foregoing powers, and Seller shall pay or transfer to Buyer, if and when received, any amounts which shall be received by Seller after the Closing in respect of any assets or rights hereby transferred to Buyer, and Seller shall deliver to Buyer any notices it receives related to same. To the extent Buyer receives any payments that constitute Excluded Assets after the Closing Date, Buyer will promptly remit any such payments to Seller.
(b) Seller shall use its commercially reasonable efforts to provide all cooperation reasonably requested by the Buyer in connection with enabling Buyer to prepare financial statements in compliance with the requirements of Rule 8-04 of Regulation S-X promulgated under the Exchange Act and enable Buyer’s accountants to audit such financial statements. Within 15 days of the Closing Date, Seller shall provide to Buyer reviewed financial statements of Seller as of and for the fiscal year ended December 31, 2016 prepared by Seller’s external accountants.
