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)
Appears in 2 contracts
Samples: Asset and Franchise Purchase Agreement (JOINT Corp), Asset and Franchise Purchase Agreement (JOINT Corp)
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, each Seller and each Member Shareholder shall provide to TJC such assistance as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the FranchiseSubject Franchises.
(b) The parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information relating to the Franchise Subject Franchises in TJC’s financial statements, and TJC may be required to perform audits of the FranchiseSubject Franchises’ financial statements. Accordingly, the Seller Sellers and the Members Shareholders agree to cooperate with TJC and to provide it with any information reasonably available to the Seller Sellers and the Members Shareholders to assist TJC and its representatives in obtaining such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits, and to sign and deliver to TJC’s accountants any representation letters reasonably required to complete such audits (Seller’s Sellers’ and the MembersShareholders’ “Section 25(b) Duties”). Such information includes, but is not limited to, the financial books, records and work papers of SellerSellers. The Note shall secure Seller’s Sellers’ and the MembersShareholders’ performance of their Section 25(b)
Appears in 1 contract
Samples: Asset and Franchise Purchase Agreement (JOINT Corp)
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 the Shareholder shall provide to TJC such assistance as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the FranchiseSubject Franchises.
(b) The parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information relating to the Franchise Subject Franchises in TJC’s financial statements, and TJC may be required to perform audits of the FranchiseSubject Franchises’ financial statements. Accordingly, the Seller and the Members Shareholder agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Members Shareholder to assist TJC and its representatives in obtaining such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits, and to sign and deliver to TJC’s accountants any representation letters reasonably required to complete such audits (Seller’s and the Members’ Shareholder’s “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’ Shareholder’s performance of their Section 25(b)
Appears in 1 contract
Samples: Asset and Franchise Purchase Agreement (JOINT Corp)
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 Shareholder shall provide to TJC such assistance (excluding travel) as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the FranchiseSubject Franchises.
(b) The parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information relating to the Franchise Subject Franchises in TJC’s financial statements, and TJC may be required to perform audits of the FranchiseSubject Franchises’ financial statements. Accordingly, for the 120-day period following Closing, the Seller and the Members Shareholders agree to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Members Shareholders to assist TJC and its representatives in obtaining such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits, and to sign and deliver to TJC’s accountants any representation letters reasonably required to complete such audits at the expense of the requesting party (Seller’s and the MembersShareholders’ “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 MembersShareholders’ performance of their Section 25(b)
Appears in 1 contract
Samples: Asset and Franchise Purchase Agreement (JOINT Corp)