Further Assurances and Cooperation. Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Parties may reasonably request to effect the terms of this Agreement.
Further Assurances and Cooperation. Seller shall execute, acknowledge and deliver to Purchaser any and all other assignments, consents, approvals, conveyances, assurances, documents and instruments reasonably requested by Purchaser at any time and shall take any and all other actions reasonably requested by Purchaser at any time for the purpose of more effectively assigning, transferring, granting, conveying and confirming to Purchaser, the Assets. After consummation of the transaction contemplated in this Agreement, the parties agree to cooperate with each other and take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement, the documents referred to in this Agreement and the transactions contemplated hereby.
Further Assurances and Cooperation. Each Party agrees to execute and deliver to the other Party such other instruments, documents, and statements, including without limitation, instruments and documents of recordation, assignment, transfer, conveyance, and clarification and take such other action as may be reasonably necessary or convenient in the discretion of the requesting Party to carry out more effectively the purposes of this Agreement. Unless otherwise provided, no consent or approval provided for in this Agreement may be unreasonably withheld or delayed.
Further Assurances and Cooperation. (a) The parties agree to (i) furnish to one another other such further information, (ii) execute and deliver to one another such further documents and (iii) do such other acts and things that any party reasonably requests for the purpose of carrying out the intent of this Agreement and the documents and instruments referred to in this Agreement. The parties acknowledge that TJC may be required to conduct audits of the financial statements of the businesses operated using the Acquired Assets, and the Seller and the Shareholders agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholders to assist TJC and its representatives in conducting such audits. For 45 days following the Closing, Seller and each Shareholder shall provide to TJC such assistances as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the Subject Franchises.
(b) The parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information relating to the Subject Franchises in TJC’s financial statements, and TJC may be required to perform audits of the Subject Franchises’ financial statements. Accordingly, the Seller and the Shareholders agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholders to assist TJC and its representatives in obtaining such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits (Seller’s and the Shareholders’ “Section 25(b) Duties”). Such information includes, but is not limited to, the financial books, records and work papers of Seller. The Note shall secure Seller’s and the Shareholders’ performance of their Section 25(b)
Further Assurances and Cooperation. In addition to Seller’s covenants set forth in Section 8.2, each Party agrees to execute and deliver to the other Party such other instruments, documents, and statements, and to take all other commercially reasonable actions to carry out the purposes hereof.
Further Assurances and Cooperation. Section 3.01. Each Party hereto shall execute and deliver, or cause to be executed and delivered, as and when reasonably requested by any other Party hereto, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other Party may reasonably deem necessary or desirable to effect the purposes of this Agreement and/or to clarify, confirm and/or record the respective ownership rights of the Parties as provided for in this Agreement.
Section 3.02. Each Party hereto shall reasonably cooperate with the other Parties with respect to any government filings or any other actions reasonably necessary to maintain, enforce and/or record the rights to the Intellectual Property covered by this Agreement.
Section 3.03. Each Party hereto shall, upon the prior written request of another Party, arrange for the provision of appropriate copies of Records in its possession or control (or the originals thereof if the Party making the request has a reasonable need for such originals) created prior to the Distribution Date and relating to the Intellectual Property, as soon as reasonably practicable following the receipt of such request, but only to the extent such items are not already in the possession or control of the requesting Party.
Further Assurances and Cooperation. (a) The parties agree to (i) furnish to one another other such further information, (ii) execute and deliver to one another such further documents and (iii) do such other acts and things that any party reasonably requests for the purpose of carrying out the intent of this Agreement and the documents and instruments referred to in this Agreement. For 45 days following the Closing, Seller and each Member shall provide to TJC such assistance as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the Franchise.
(b) The parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information relating to the Franchise in TJC’s financial statements, and TJC may be required to perform audits of the Franchise’ financial statements. Accordingly, the Seller and the Members agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Members to assist TJC and its representatives in obtaining such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits (Seller’s and the Members’ “Section 25(b) Duties”). Such information includes, but is not limited to, the financial books, records and work papers of Seller. The Note shall secure Seller’s and the Members’ performance of their Section 25(b)
Further Assurances and Cooperation. In connection with this Agreement and the transactions contemplated hereby, each Party shall execute and deliver any additional documents and instruments and perform any additional acts as may be necessary or appropriate and reasonably requested by the other Parties to effectuate and perform the provisions of this Agreement and those transactions. Unless otherwise provided, no consent or approval provided for in this Agreement may be unreasonably withheld or delayed.
Further Assurances and Cooperation. Each Party agrees that after the date hereof it will execute and deliver, or cause the execution and delivery of, such further documents and instruments as may be reasonably necessary or proper to fully effectuate this Agreement and the transactions contemplated thereby.
Further Assurances and Cooperation. Each Party shall execute, acknowledge and deliver to the other Party any and all other assignments, consents, approvals, conveyances, assurances, documents and instruments reasonably requested by the other Party at any time and shall take any and all other actions reasonably requested by the other Party at any time for the purpose of more effectively assigning, transferring, granting, conveying and conferring to Buyer, the Company. After consummation of the Transactions contemplated in this Agreement, the Parties agree to cooperate with each other and take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement, the documents referred to in this Agreement and the Transactions.
