Further Assurances; Asset Returns. Upon request from time to time, BFC shall execute or cause BFC Investments to execute and deliver all documents, take all rightful oaths, and do all other acts that may be reasonably necessary or desirable, in the reasonable opinion of counsel for Buyer, to perfect or record the title of Buyer, or any successor of Buyer, to the Assets transferred or to be transferred under this Agreement, or to aid in the prosecution, defense, or other litigation of any rights arising from said transfer (provided that Buyer shall reimburse BFC and/or BFC Investments for all out of pocket costs and expenses resulting from any such request). In the event that Buyer receives any assets of BFC that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, Buyer agrees to promptly return such assets to BFC at BFC's expense.
Further Assurances; Asset Returns. Upon request from time to time, Xxxxxx shall execute or cause its subsidiaries, including without limitation, BDH Two, Inc. to the extent any intangible property or other assets constituting Assets hereunder are held of record by BDH Two, Inc., to execute and deliver all documents, take all rightful oaths, and do all other acts that may be reasonably necessary or desirable, in the reasonable opinion of counsel for MergerCo, to perfect or record the title of MergerCo, or any successor of MergerCo, to the Assets transferred or to be transferred under this Agreement, or to aid in the prosecution, defense or other litigation of any rights arising from said transfer (provided that MergerCo shall reimburse the Xxxxxx for all incremental out of pocket costs and expenses resulting from any such request). In the event that MergerCo receives any assets of the Asset Seller that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, MergerCo agrees to promptly return such assets to the Asset Seller at Xxxxxx'x expense.
Further Assurances; Asset Returns. Upon request from time to --------------------------------------- time, BFC shall execute or cause the other Sellers to execute and deliver all documents, take all rightful oaths, and do all other acts that may be reasonably necessary or desirable, in the reasonable opinion of counsel for Buyer, to perfect or record the title of Newco, or any successor of Newco, to the Assets transferred or to be transferred to Newco under this Agreement, or to aid in the prosecution, defense, or other litigation of any rights arising from said transfer (provided that Buyer shall reimburse the Sellers for all out-of-pocket costs and expenses resulting from any such request). In the event that Buyer receives any assets of BFC that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, Buyer agrees to promptly return such assets to BFC at BFC's expense.
Further Assurances; Asset Returns. Upon request from time to time, each of Seller and Parent shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of Buyer or its counsel, to effect the transfer of the Acquired Assets in accordance herewith. From and after the Closing, Buyer shall have the right and authority to collect for its own account all Receivables and other items that are included in the Acquired Assets (and to use Seller’s and Parent’s names for such limited purpose) and to endorse with the name of Seller or Parent, as applicable, any checks or drafts received with respect to any Receivables or other items included in the Acquired Assets. If Seller, Parent or any of their respective Affiliates receives payment from and after the Closing of any Receivable included in the Acquired Assets, it shall promptly remit such payment in full to Buyer. In the event that Buyer receives any assets, properties or rights of Seller or Parent that are not intended to be transferred pursuant to the terms of this Agreement, Buyer agrees to promptly return such assets, properties or rights to Seller or Parent, as applicable.
Further Assurances; Asset Returns. Upon request from time to time, each of the Company and the Stockholders’ Representative shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of Parent or its counsel, to effect the Merger and the other transactions contemplated hereby. If any Company Stockholder or any of their respective Affiliates receives payment from and after the Effective Time of any receivable included in the Assets, it shall promptly remit such payment in full to Parent or the Surviving Corporation.
Further Assurances; Asset Returns. Upon request from time to time, Seller shall execute and deliver all documents, take all rightful oaths, and do all other acts that may be reasonably necessary or desirable, in the reasonable opinion of counsel for Buyer, to perfect or record the title of Buyer, or any successor of Buyer, to the Assets transferred or to be transferred under this Agreement, or to aid in the prosecution, defense, or other litigation of any rights arising from said transfer (provided that Buyer shall reimburse Seller for all out-of-pocket costs and expenses resulting from any such request). In the event that Buyer receives any assets of Seller that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, Buyer agrees to promptly return such assets to Seller at Seller's expense.
Further Assurances; Asset Returns. Upon request from time to time, Eagle shall execute and deliver all documents, take all rightful oaths, and do all other acts that may be reasonably necessary or desirable, in the reasonable opinion of counsel for Buyer, to perfect or record the title of IP Buyer or Buyer, or any successor of IP Buyer or Buyer, to the Assets transferred or to be transferred under this Agreement, or to aid in the prosecution, defense, or other litigation of any rights arising from said transfer (provided that IP Buyer or Buyer shall reimburse Eagle for all reasonable out of pocket costs and expenses resulting from any such request). In the event that Buyer receives any assets of Eagle that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, Buyer agrees to promptly return such assets to Eagle at Eagle's expense. Effective on the Closing Date, Eagle hereby constitutes and appoints Buyer the true and lawful attorney of Eagle, with full power of substitution, in the name of Eagle or Buyer, but on behalf of and for the benefit of Buyer; (a) to demand and receive from time to time any and all of the Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (b) to institute, prosecute, compromise and settle any and all actions or proceedings that Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets; (c) to defend or compromise any or all legal or administrative actions or proceedings in respect of any of the Assets; and (d) to do all such acts and things in relation to the matters set forth in the preceding clauses (a) through (c) as Buyer shall deem desirable. Eagle hereby acknowledges that the appointment hereby made and the power hereby granted are coupled with an interest and are not and shall not be revocable by it in any manner or for any reason. Eagle shall deliver to Buyer at its request an acknowledged power of attorney to the foregoing effect executed by Eagle.
Further Assurances; Asset Returns. Upon request from time to time, Seller shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of Buyer or its counsel, to effect the transfer of the Acquired Assets in accordance herewith. Upon request from time to time, Buyer shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of Seller or its counsel, to effect the assumption of the Assumed Liabilities in accordance herewith. In the event that Buyer receives any assets, properties or rights of Seller that are not intended to be transferred pursuant to the terms of this Agreement, Buyer agrees to promptly return such assets, properties or rights to Seller.
Further Assurances; Asset Returns. Upon request from time to time, Sellers shall execute and deliver all documents, and do all other acts that may be reasonably necessary or desirable, in the reasonable opinion of counsel for Buyer, to perfect or record the title of Buyer, or any successor of Buyer, to the Purchased Assets transferred or to be transferred under this Agreement, or to aid in the prosecution, defense, or other litigation of any rights arising from said transfer (provided that Buyer shall reimburse Sellers for all out-of-pocket costs and expenses resulting from any such request). In the event that Buyer receives any assets of Sellers that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, Buyer agrees to promptly return such assets to Sellers.
Further Assurances; Asset Returns. Upon request from time to time, SeraCare shall execute and deliver all documents, take all rightful oaths, and do all other acts that may be reasonably necessary or desirable, in the reasonable opinion of counsel for Buyer, to perfect or record the title of Buyer, or any successor of Buyer, to the Assets transferred or to be transferred under this Agreement, or to aid in the prosecution, defense, or other litigation of any rights arising from said transfer (provided that Buyer shall reimburse SeraCare for all out of pocket costs and expenses resulting from any such request). In the event that Buyer receives any assets of SeraCare that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, Buyer agrees to promptly return such assets to SeraCare at SeraCare’s expense.
