Common use of Further Assurances and Consents Clause in Contracts

Further Assurances and Consents. (a) To the extent Buyer has proceeded with Closing notwithstanding the failure of Sellers to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from time to time after the Closing Date, without further consideration, each Seller will, at its expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer as Buyer may reasonably request in order to effectively vest in Buyer good and valid (and, in the case of Real Property, good and marketable) title to the Assets, and (ii) use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Material Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller on or before the Closing Date. (b) From time to time after the Closing Date, Buyer will provide Sellers with access, with reasonable prior notice and during normal business hours, to the financial records of the Newspaper related to the period on or prior to the Closing Date for use by Sellers in connection with tax and/or legal proceedings related to the operation of the Newspaper on or prior to the Closing Date. Buyer agrees to maintain all tax records related to the Newspaper for all tax years that remain open as of the Closing Date unless and until (i) Sellers notify Buyer in writing that any such tax year(s) has (have) been closed or (ii) Buyer has given Sellers prior written notice of its intent to destroy such records and Sellers have not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agency, it is necessary that any party hereto be furnished with additional information relating to the Assets or the Newspaper and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on the one hand, and Buyer, on the other hand, shall, to the extent reasonably requested by the other: (i) assist in the preparation of tax returns relating to the Assets and/or the Newspaper, (ii) cooperate in preparing any audits by or disputes with any governmental authority, including but not limited to, regarding any tax returns, (iii) at any time after the execution of this Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Assets and/or the Newspaper, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes relating to the Assets and/or the Newspaper, and (v) furnish copies of correspondence received from any governmental authority in connection with any tax audit or information request relating to the Assets and/or the Newspaper.

Further Assurances and Consents. (a) To the extent Buyer has and GateHouse Media have proceeded with Closing notwithstanding the failure of Sellers or Mxxxxx Communications to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from time to time after the Closing Date, without further consideration, each Seller Sellers and Mxxxxx Communications will, at its their expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer and GateHouse Media as Buyer and GateHouse Media may reasonably request in order to effectively vest in Buyer good and valid (and, in the case of Real Property, good and marketable) title to the Acquired Assets, and (ii) subject to Section 5.6(b), use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Material Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller Sellers or Mxxxxx Communications on or before the Closing Date. (b) From time to time after the Closing Date, Buyer will provide Sellers with access, with reasonable prior notice and during normal business hours, to the financial records of the Newspaper Publications related to the period on or prior to the Closing Date for use by Sellers in connection with tax Tax and/or legal proceedings related to the operation of the Newspaper Publications on or prior to the Closing Date. Buyer agrees to maintain all tax Tax records related to the Newspaper Publications for all tax Tax years that remain open as of the Closing Date unless and until (i) Sellers notify Buyer in writing that any such tax Tax year(s) has (have) been closed or (ii) Buyer has given Sellers prior written notice of its intent to destroy such records and Sellers have not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agencyGovernmental Authority, it is necessary that any party hereto be furnished with additional information relating to the Acquired Assets or the Newspaper Publications and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it is necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on each of the one hand, and Buyer, on the other handparties hereto, shall, to the extent reasonably requested by the otherany other party hereto: (i) assist in the preparation of tax returns Tax Returns relating to the Acquired Assets and/or the NewspaperPublications, (ii) cooperate in preparing any audits by or disputes with any governmental authorityGovernmental Authority, including but not limited to, regarding any tax returnsTax Returns, (iii) at any time after the execution of this Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Acquired Assets and/or the NewspaperPublications, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes Taxes relating to the Acquired Assets and/or the NewspaperPublications (provided that each party shall have the right to reasonably limit contact and communications to specific individuals within their respective companies), and (v) furnish copies of correspondence received from any governmental authority Governmental Authority in connection with any tax Tax audit or information request relating to the Acquired Assets and/or the NewspaperPublications. (d) Each of Buyer and GateHouse Media, on the one hand, and Sellers and Mxxxxx Communications on the other hand, shall use its reasonable commercial efforts, and shall cause its respective Affiliates to use their reasonable commercial efforts, to consummate the transactions contemplated by this Agreement as soon as practicable following the date hereof. Each of Buyer and GateHouse Media, on the one hand, and Sellers and Mxxxxx Communications on the other hand, shall cooperate with the other party, and use all reasonable commercial efforts, to (a) procure all necessary and appropriate applications, notifications, filings and certifications, and satisfy all requirements prescribed by applicable law, rule on regulation for, and all conditions set forth in this Agreement to, the consummation of the Transactions contemplated hereby or thereby, and (b) effect the transactions contemplated by this Agreement at the earliest practicable date consistent with the terms hereof. Without limiting the generality of the foregoing, each of Buyer and GateHouse Media, on the one hand, and Sellers and Mxxxxx Communications on the other hand, shall (i) cooperate in good faith and take all actions necessary, appropriate or advisable to file expeditiously and diligently with the Federal Trade Commission and the Department of Justice the materials required pursuant to the Hxxx-Xxxxx Rxxxxx Act, (ii) use its reasonable commercial efforts to prosecute such filings and respond to inquiries related to a favorable conclusion, (iii) not extend any waiting period under the Hxxx-Xxxxx-Xxxxxx Act or enter into any agreement not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party, and (iv) use its reasonable commercial efforts to avoid entry of (or to have vacated or terminated) any decree, order or judgment that would restrain, prevent or delay the Closing. In addition, subject to Sections 5.7 and 10.18 and except as prohibited by applicable law, rule or regulation, each of Buyer and GateHouse Media, on the one hand, and Sellers and Mxxxxx Communications on the other hand, shall (x) promptly notify the other party of any written communication to such party from any Governmental Authority regarding antitrust matters and permit such other party to review in advance any proposed written communication to any such Governmental Authority, and (y) not participate in any meetings or substantive discussions with any Governmental Authority with respect to antitrust matters without offering the other party a meaningful opportunity to participate in such meetings or discussions. (e) If the parties are not able to agree upon the Transition Services Agreements prior to the Closing, Mxxxxx Communications and Sellers shall provide to Buyer transition services as and to the extent reasonably requested by Buyer, at Buyer’s cost (which shall be equal to Sellers’ cost), pending the execution of the Transition Services Agreements, if any.

Further Assurances and Consents. (a) To the extent Buyer has and GateHouse Media have proceeded with Closing notwithstanding the failure of Sellers or Xxxxxx Communications to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from time to time after the Closing Date, without further consideration, each Seller Sellers and Xxxxxx Communications will, at its their expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer and GateHouse Media as Buyer and GateHouse Media may reasonably request in order to effectively vest in Buyer good and valid (and, in the case of Real Property, good and marketable) title to the Acquired Assets, and (ii) subject to Section 5.6(b), use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Material Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller Sellers or Xxxxxx Communications on or before the Closing Date. (b) From time to time after the Closing Date, Buyer will provide Sellers with access, with reasonable prior notice and during normal business hours, to the financial records of the Newspaper Publications related to the period on or prior to the Closing Date for use by Sellers in connection with tax Tax and/or legal proceedings related to the operation of the Newspaper Publications on or prior to the Closing Date. Buyer agrees to maintain all tax Tax records related to the Newspaper Publications for all tax Tax years that remain open as of the Closing Date unless and until (i) Sellers notify Buyer in writing that any such tax Tax year(s) has (have) been closed or (ii) Buyer has given Sellers prior written notice of its intent to destroy such records and Sellers have not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agencyGovernmental Authority, it is necessary that any party hereto be furnished with additional information relating to the Acquired Assets or the Newspaper Publications and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it is necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on each of the one hand, and Buyer, on the other handparties hereto, shall, to the extent reasonably requested by the otherany other party hereto: (i) assist in the preparation of tax returns Tax Returns relating to the Acquired Assets and/or the NewspaperPublications, (ii) cooperate in preparing any audits by or disputes with any governmental authorityGovernmental Authority, including but not limited to, regarding any tax returnsTax Returns, (iii) at any time after the execution of this Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Acquired Assets and/or the NewspaperPublications, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes Taxes relating to the Acquired Assets and/or the NewspaperPublications (provided that each party shall have the right to reasonably limit contact and communications to specific individuals within their respective companies), and (v) furnish copies of correspondence received from any governmental authority Governmental Authority in connection with any tax Tax audit or information request relating to the Acquired Assets and/or the NewspaperPublications. (d) Each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall use its reasonable commercial efforts, and shall cause its respective Affiliates to use their reasonable commercial efforts, to consummate the transactions contemplated by this Agreement as soon as practicable following the date hereof. Each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall cooperate with the other party, and use all reasonable commercial efforts, to (a) procure all necessary and appropriate applications, notifications, filings and certifications, and satisfy all requirements prescribed by applicable law, rule on regulation for, and all conditions set forth in this Agreement to, the consummation of the Transactions contemplated hereby or thereby, and (b) effect the transactions contemplated by this Agreement at the earliest practicable date consistent with the terms hereof. Without limiting the generality of the foregoing, each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall (i) cooperate in good faith and take all actions necessary, appropriate or advisable to file expeditiously and diligently with the Federal Trade Commission and the Department of Justice the materials required pursuant to the Xxxx-Xxxxx-Xxxxxx Act, (ii) use its reasonable commercial efforts to prosecute such filings and respond to inquiries related to a favorable conclusion, (iii) not extend any waiting period under the Xxxx-Xxxxx-Xxxxxx Act or enter into any agreement not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party, and (iv) use its reasonable commercial efforts to avoid entry of (or to have vacated or terminated) any decree, order or judgment that would restrain, prevent or delay the Closing. In addition, subject to Sections 5.7 and 10.18 and except as prohibited by applicable law, rule or regulation, each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall (x) promptly notify the other party of any written communication to such party from any Governmental Authority regarding antitrust matters and permit such other party to review in advance any proposed written communication to any such Governmental Authority, and (y) not participate in any meetings or substantive discussions with any Governmental Authority with respect to antitrust matters without offering the other party a meaningful opportunity to participate in such meetings or discussions. (e) If the parties are not able to agree upon the Transition Services Agreements prior to the Closing, Xxxxxx Communications and Sellers shall provide to Buyer transition services as and to the extent reasonably requested by Buyer, at Buyer’s cost (which shall be equal to Sellers’ cost), pending the execution of the Transition Services Agreements, if any.

Further Assurances and Consents. (a) To the extent Buyer has proceeded with Closing notwithstanding the failure of Sellers to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from From time to time after the Closing Date, without further consideration, each Seller will, at its expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer as Buyer may reasonably request in order to effectively vest in Buyer good and valid (and, in the case of Real Property, good and marketable) title to the Assets, and (ii) use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Material Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller on or before the Closing Date. (b) From time to time after the Closing Date, Buyer will provide Sellers with access, with reasonable prior notice and during normal business hours, to the financial records of the Newspaper Newspapers related to the period on or prior to the Closing Date for use by Sellers in connection with tax and/or legal proceedings related to the operation of the Newspaper on or Newspapers prior to the Closing Date. Buyer agrees to maintain all tax records related to the Newspaper Newspapers for all tax years that remain open as of the Closing Date unless and until (i) Sellers notify Buyer in writing that any such tax year(s) has (have) been closed or (ii) Buyer has given Sellers prior written notice of its intent to destroy such records and Sellers have not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agency, it is necessary that any party hereto be furnished with additional information relating to the Assets or the Newspaper Newspapers and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on the one hand, and Buyer, on the other hand, shall, to the extent reasonably requested by the other: (i) assist in the preparation of tax returns relating to the Assets and/or the NewspaperNewspapers, (ii) cooperate in preparing any audits by or disputes with any governmental authority, including but not limited to, regarding any tax returns, (iii) at any time after the execution of this Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Assets and/or the NewspaperNewspapers, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes relating to the Assets and/or the NewspaperNewspapers, and (v) furnish copies of correspondence received from any governmental authority in connection with any tax audit or information request relating to the Assets and/or the NewspaperNewspapers.

Further Assurances and Consents. (a) To the extent Buyer has proceeded with Closing notwithstanding the failure of Sellers to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from From time to time after the Closing Date, without further consideration, each Seller will, at its expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer as Buyer may reasonably request in order to effectively vest in Buyer good and valid (and, in the case of Real Property, good and marketable) title to the Assets, and (ii) use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Material Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller on or before the Closing Date. (b) From time to time after the Closing Date, Buyer will provide Sellers with access, with reasonable prior notice and during normal business hours, to the financial records of the Newspaper related to the period on or prior to the Closing Date for use by Sellers in connection with tax and/or legal proceedings related to the operation of the Newspaper on or prior to the Closing Date. Buyer agrees to maintain all tax records related to the Newspaper for all tax years that remain open as of the Closing Date unless and until (i) Sellers notify Buyer in writing that any such tax year(s) has (have) been closed or (ii) Buyer has given Sellers prior written notice of its intent to destroy such records and Sellers have not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agency, it is necessary that any party hereto be furnished with additional information relating to the Assets or the Newspaper and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on the one hand, and Buyer, on the other hand, shall, to the extent reasonably requested by the other: (i) assist in the preparation of tax returns relating to the Assets and/or the Newspaper, (ii) cooperate in preparing any audits by or disputes with any governmental authority, including but not limited to, regarding any tax returns, (iii) at any time after the execution of this Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Assets and/or the Newspaper, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes relating to the Assets and/or the Newspaper, and (v) furnish copies of correspondence received from any governmental authority in connection with any tax audit or information request relating to the Assets and/or the Newspaper.

Further Assurances and Consents. (a) To the extent Buyer has proceeded with Closing notwithstanding the failure of Sellers to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from From time to time after the Closing Date, without further consideration, each Seller will, at its expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer as Buyer may reasonably request in order to effectively vest in Buyer good and valid (and, in the case of Real Property, good and marketable) title to the Assets, and (ii) use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Material Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller on or before the Closing Date. (b) From time to time after the Closing Date, Buyer will provide Sellers with access, with reasonable prior notice and during normal business hours, to the financial records of the Newspaper related to the period on or prior to the Closing Date for use by Sellers in connection with tax and/or legal proceedings related to the operation of the Newspaper on or prior to the Closing Date. Buyer agrees to maintain all tax records related to the Newspaper for all tax years that remain open as of the Closing Date unless and until (i) Sellers notify Buyer in writing that any such tax year(s) has (have) been closed or (ii) Buyer has given Sellers prior written notice of its intent to destroy such records and Sellers have not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agency, it is necessary that any party hereto be furnished with additional information relating to the Assets or the Newspaper and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on the one hand, and Buyer, on the other hand, shall, to the extent reasonably requested by the other: (i) assist in the preparation of tax returns relating to the Assets and/or the Newspaper, (ii) cooperate in preparing any audits by or disputes with any governmental authority, including but not limited to, regarding any tax returns, (iii) at any time after the execution of this Agreement, assist in the preparation of unaudited and audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Assets and/or the Newspaper, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes relating to the Assets and/or the Newspaper, and (v) furnish copies of correspondence received from any governmental authority in connection with any tax audit or information request relating to the Assets and/or the Newspaper.

Further Assurances and Consents. (a) To the extent Buyer has and GateHouse Media have proceeded with Closing notwithstanding the failure of Sellers or Xxxxxx Communications to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from time to time after the Closing Date, without further consideration, each Seller Sellers and Xxxxxx Communications will, at its their expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer and GateHouse Media as Buyer and GateHouse Media may reasonably request in order to effectively vest in Buyer good and valid (and, in the case of Real Property, good and marketable) title to the Acquired Assets, and (ii) subject to Section 5.6(b), use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Material Contracts which require the consent of any third party by reason of the transactions 05799 Asset Purchase AgreementMorris Publishing Group 64 provided for in this Agreement and which were not obtained by Seller Sellers or Xxxxxx Communications on or before the Closing Date. (b) From time to time after the Closing Date, Buyer will provide Sellers with access, with reasonable prior notice and during normal business hours, to the financial records of the Newspaper Publications related to the period on or prior to the Closing Date for use by Sellers in connection with tax Tax and/or legal proceedings related to the operation of the Newspaper Publications on or prior to the Closing Date. Buyer agrees to maintain all tax Tax records related to the Newspaper Publications for all tax Tax years that remain open as of the Closing Date unless and until (i) Sellers notify Buyer in writing that any such tax Tax year(s) has (have) been closed or (ii) Buyer has given Sellers prior written notice of its intent to destroy such records and Sellers have not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agencyGovernmental Authority, it is necessary that any party hereto be furnished with additional information relating to the Acquired Assets or the Newspaper Publications and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it is necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on each of the one hand, and Buyer, on the other handparties hereto, shall, to the extent reasonably requested by the otherany other party hereto: (i) assist in the preparation of tax returns Tax Returns relating to the Acquired Assets and/or the NewspaperPublications, (ii) cooperate in preparing any audits by or disputes with any governmental authorityGovernmental Authority, including but not limited to, regarding any tax returnsTax Returns, (iii) at any time after the execution of this Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Acquired Assets and/or the NewspaperPublications, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes Taxes relating to the Acquired Assets and/or the NewspaperPublications (provided that each party shall have the right to reasonably limit contact and 05799 Asset Purchase AgreementMorris Publishing Group 65 communications to specific individuals within their respective companies), and (v) furnish copies of correspondence received from any governmental authority Governmental Authority in connection with any tax Tax audit or information request relating to the Acquired Assets and/or the NewspaperPublications. (d) Each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall use its reasonable commercial efforts, and shall cause its respective Affiliates to use their reasonable commercial efforts, to consummate the transactions contemplated by this Agreement as soon as practicable following the date hereof. Each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall cooperate with the other party, and use all reasonable commercial efforts, to (a) procure all necessary and appropriate applications, notifications, filings and certifications, and satisfy all requirements prescribed by applicable law, rule on regulation for, and all conditions set forth in this Agreement to, the consummation of the Transactions contemplated hereby or thereby, and (b) effect the transactions contemplated by this Agreement at the earliest practicable date consistent with the terms hereof. Without limiting the generality of the foregoing, each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall (i) cooperate in good faith and take all actions necessary, appropriate or advisable to file expeditiously and diligently with the Federal Trade Commission and the Department of Justice the materials required pursuant to the Xxxx-Xxxxx-Xxxxxx Act, (ii) use its reasonable commercial efforts to prosecute such filings and respond to inquiries related to a favorable conclusion, and (iii) not extend any waiting period under the Xxxx-Xxxxx-Xxxxxx Act or enter into any agreement not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party. In addition, subject to Sections 5.7 and 10.18 and except as prohibited by applicable law, rule or regulation, each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall (x) promptly notify the other party of any written communication to such party from any Governmental Authority regarding antitrust matters and permit such other party to review in advance any proposed written communication to any such Governmental Authority, and (y) not participate in any meetings or substantive discussions with any Governmental Authority with respect to 05799 Asset Purchase AgreementMorris Publishing Group 66 antitrust matters without offering the other party a meaningful opportunity to participate in such meetings or discussions. (e) If the parties are not able to agree upon the Transition Services Agreements prior to the Closing, Xxxxxx Communications and Sellers shall provide to Buyer transition services as and to the extent reasonably requested by Buyer, at Buyer’s cost (which shall be equal to Sellers’ cost), pending the execution of the Transition Services Agreements, if any.

Further Assurances and Consents. (a) To the extent Buyer has and GateHouse Media have proceeded with Closing notwithstanding the failure of Sellers or Xxxxxx Communications to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from time to time after the Closing Date, without further consideration, each Seller Sellers and Xxxxxx Communications will, at its their expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer and GateHouse Media as Buyer and GateHouse Media may reasonably request in order to effectively vest in Buyer good and valid (and, in the case of Real Property, good and marketable) title to the Acquired Assets, and (ii) subject to Section 5.6(b), use reasonable efforts to obtain any third-party consents to the assignment to Buyer of the Material Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller Sellers or Xxxxxx Communications on or before the Closing Date. (b) From time to time after the Closing Date, Buyer will provide Sellers with access, with reasonable prior notice and during normal business hours, to the financial records of the Newspaper Publications related to the period on or prior to the Closing Date for use by Sellers in connection with tax Tax and/or legal proceedings related to the operation of the Newspaper Publications on or prior to the Closing Date. Buyer agrees to maintain all tax Tax records related to the Newspaper Publications for all tax Tax years that remain open as of the Closing Date unless and until (i) Sellers notify Buyer in writing that any such tax Tax year(s) has (have) been closed or (ii) Buyer has given Sellers prior written notice of its intent to destroy such records and Sellers have not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agencyGovernmental Authority, it is necessary that any party hereto be furnished with additional information relating to the Acquired Assets or the Newspaper Publications and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it is necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on each of the one hand, and Buyer, on the other handparties hereto, shall, to the extent reasonably requested by the otherany other party hereto: (i) assist in the preparation of tax returns Tax Returns relating to the Acquired Assets and/or the NewspaperPublications, (ii) cooperate in preparing any audits by or disputes with any governmental authorityGovernmental Authority, including but not limited to, regarding any tax returnsTax Returns, (iii) at any time after the execution of this Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Acquired Assets and/or the NewspaperPublications, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes Taxes relating to the Acquired Assets and/or the NewspaperPublications (provided that each party shall have the right to reasonably limit contact and communications to specific individuals within their respective companies), and (v) furnish copies of correspondence received from any governmental authority Governmental Authority in connection with any tax Tax audit or information request relating to the Acquired Assets and/or the NewspaperPublications. (d) Each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall use its reasonable commercial efforts, and shall cause its respective Affiliates to use their reasonable commercial efforts, to consummate the transactions contemplated by this Agreement as soon as practicable following the date hereof. Each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall cooperate with the other party, and use all reasonable commercial efforts, to (a) procure all necessary and appropriate applications, notifications, filings and certifications, and satisfy all requirements prescribed by applicable law, rule on regulation for, and all conditions set forth in this Agreement to, the consummation of the Transactions contemplated hereby or thereby, and (b) effect the transactions contemplated by this Agreement at the earliest practicable date consistent with the terms hereof. Without limiting the generality of the foregoing, each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall (i) cooperate in good faith and take all actions necessary, appropriate or advisable to file expeditiously and diligently with the Federal Trade Commission and the Department of Justice the materials required pursuant to the Xxxx-Xxxxx Xxxxxx Act, (ii) use its reasonable commercial efforts to prosecute such filings and respond to inquiries related to a favorable conclusion, (iii) not extend any waiting period under the Xxxx-Xxxxx-Xxxxxx Act or enter into any agreement not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party, and (iv) use its reasonable commercial efforts to avoid entry of (or to have vacated or terminated) any decree, order or judgment that would restrain, prevent or delay the Closing. In addition, subject to Sections 5.7 and 10.18 and except as prohibited by applicable law, rule or regulation, each of Buyer and GateHouse Media, on the one hand, and Sellers and Xxxxxx Communications on the other hand, shall (x) promptly notify the other party of any written communication to such party from any Governmental Authority regarding antitrust matters and permit such other party to review in advance any proposed written communication to any such Governmental Authority, and (y) not participate in any meetings or substantive discussions with any Governmental Authority with respect to antitrust matters without offering the other party a meaningful opportunity to participate in such meetings or discussions. (e) If the parties are not able to agree upon the Transition Services Agreements prior to the Closing, Xxxxxx Communications and Sellers shall provide to Buyer transition services as and to the extent reasonably requested by Buyer, at Buyer’s cost (which shall be equal to Sellers’ cost), pending the execution of the Transition Services Agreements, if any.

Further Assurances and Consents. (a) To the extent Buyer has proceeded with Closing notwithstanding the failure of Sellers to effect the deliveries contemplated by Sections 8.1(b) or 8.4, from From time to time after the Closing Date, without further consideration, each Seller will, at its expense, (i) execute and deliver, or cause to be executed and delivered, such documents to Buyer as Buyer may reasonably request in order to effectively vest in Buyer good and valid (title to the Company Shares and, in cooperation with Company, to vest in Buyer and any Successor Owner the case of Real PropertyNewspaper’s assets, good including benefit plans and marketable) title to related assets which the AssetsBuyer acquires in connection with the transactions contemplated by this Agreement, and (ii) use all reasonable efforts to obtain any third-party consents relating to the assignment to Buyer of the any Material DFP Contracts which require the consent of any third party by reason of the transactions provided for in this Agreement and which were not obtained by Seller on or before the Closing Date. However, nothing in this Agreement nor any actions taken pursuant to its terms shall constitute or be deemed to be an assignment or an agreement to assign any of the Material DFP Contracts if such assignment or deemed assignment would constitute a breach thereunder or would result in a material loss or diminution thereof. If such an assignment may be made by obtaining the consent of any other person or entity, unless otherwise agreed by the parties, Seller, in cooperation with Company, will use its reasonable best efforts to obtain such consent as soon as practical after the Closing Date. If such assignment is not permitted irrespective of consent, or if such consent is not obtained, the Seller and the Buyer will cooperate in good faith in any reasonable arrangement, such as subcontracting, subleasing, etc., designed to provide for the Buyer the continued benefit of the applicable Material DFP Contract(s). (b) From time to time after the Closing Date, Buyer will provide Sellers Seller with access, with reasonable prior notice and during normal business hours, to the employees and financial and other records of the Newspaper related to the period on or prior to the Closing Date for use by Sellers Seller in connection with tax and/or legal proceedings related to the its operation of the Newspaper on or prior to the Closing DateDate (including without limitation liabilities and obligations of Newspaper that may be subject to indemnification by Seller under Section 4.2(c)). Buyer agrees to maintain all tax records related to the Newspaper and its business and operations for all tax years that remain open as of the Closing Date unless and until (i) Sellers notify Seller notifies Buyer in writing that any such tax year(s) has (have) been are closed or (ii) Buyer has given Sellers Seller prior written notice of its intent to destroy such records and Sellers have Seller has not reasonably and promptly requested that such records not be destroyed. (c) If, in order to properly prepare its financial statements or documents to be filed with any governmental authority or agency, it is necessary that any party hereto be furnished with additional information relating to the Assets or the Newspaper and such information is in the possession of any of the other parties hereto, such party or parties agree to use its/their best efforts to furnish such information to the requesting party without cost or expense to the requesting party, unless it necessary for such party or parties to incur third party expenses (e.g. legal or accounting fees) in connection with such request in which case the requesting party shall reimburse the furnishing party for such third party expenses. After the Closing Date, except to the extent otherwise noted, Sellers, on the one hand, and Buyer, on the other hand, shall, to the extent reasonably requested by the other: (i) assist in the preparation of tax returns relating to the Assets and/or the Newspaper, (ii) cooperate in preparing any audits by or disputes with any governmental authority, including but not limited to, regarding any tax returns, (iii) at any time after the execution of this Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Assets and/or the Newspaper, including but not limited to providing relevant work papers and any certification or representation reasonably requested, (iv) make available information, records and documents relating to taxes relating to the Assets and/or the Newspaper, and (v) furnish copies of correspondence received from any governmental authority in connection with any tax audit or information request relating to the Assets and/or the Newspaper.