Further Assurances; Books and Records. (a) From time to time after the Closing, Seller shall, without cost to Buyer, execute and deliver to or cause to be executed and delivered to Buyer such other and further transfer documents and instruments, and take such other action as Buyer may reasonably request to carry out more effectively the sale of the Purchased Assets contemplated by this Agreement and to protect Buyer's right, title and interest in and enjoyment of the Purchased Assets and the Business.
(b) Following the Closing, for a period of five (5) years, Seller will preserve those of its books, records, files and other materials which are not part of the Purchased Assets hereunder but that relate to the operation of the Stores and/or the Purchased Assets, and will make the same available to Buyer, during reasonable times and upon reasonable advance notice, for Buyer's inspection and copying (at Buyer's cost), for purposes reasonably related to Buyer's operation of the Business and/or ownership of the Purchased Assets.
Further Assurances; Books and Records. (a) From time to time after the Closing, Seller shall, without cost to Buyer, execute and deliver to or cause to be executed and delivered to Buyer such other and further transfer documents and instruments, and take such other action as Buyer may reasonably request to carry out more effectively the sale of the Purchased Assets contemplated by this Agreement and to protect Buyer's right, title and interest in and enjoyment of the Purchased Assets and the Business.
(b) Following the Closing, for a period of five (5) years, Seller will preserve those of its books, records, files and other materials which are not part of the Purchased Assets hereunder but that relate to the operation of the Store and/or the Purchased Assets, and will make the same available to Buyer, during reasonable times and upon reasonable advance notice, for Buyer's inspection and copying, for purposes reasonably related to Buyer's operation of the Business and/or ownership of the Purchased Assets.
(c) Buyer shall permit authorized representatives of Seller, at all reasonable times after the Closing, access to its records and accounts which relate to the Business and the Store for time periods prior to the Effective Time, for the purpose of obtaining any information necessary or desirable for the preparation and filing of any tax returns or other reports to any governmental agency for any period or for any other purpose reasonably related to the rights or obligations of the parties under this Agreement. Without limiting the generality of the foregoing, Buyer will furnish reasonable assistance to Seller in matters which pertain to accounts receivable, liabilities, obligations and contract or other rights and obligations retained by the Seller and not acquired or assumed by Buyer. If the Seller believes that information with respect to claims or liabilities asserted by or against the Seller is, or may be, available from records or other Purchased Assets acquired by Buyer or from former employees of Seller who have entered Buyer's employment, such cooperation will include, among other things, giving Seller the opportunity to inspect records and to consult with such employees, permitting Seller, after consultation with Buyer, to copy the records and giving such employees reasonable leave during working hours to meet with representatives of Seller, to furnish testimony or render other assistance to Seller.
Further Assurances; Books and Records. From time to time after the Closing Date, the Contributors and Newco will, and will cause their respective Affiliates to, promptly execute and deliver, without consideration, such documents as any of them may reasonably request, including assignment and assumption agreements with respect to the Contracts, deeds, bills of sale, consents and other instruments in addition to those specified in this Agreement, in such form as may be appropriate, or take any additional actions, if reasonably necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, to more effectively transfer, convey and assign to Newco, and to put Newco in actual possession and control of, the Aftermarket Assets, including obtaining any necessary third party consents or approvals. In addition, upon Newco's reasonable request, the Contributors will promptly provide Newco with copies of all books and records retained by the Contributors to the extent they are related to the Aftermarket Business and they already exist.
Further Assurances; Books and Records. Each of CAG and CIBT hereby consents to the taking of all actions necessary to effect the Reorganization and the transactions set forth in this Agreement on the books and records of CAG and CIBT.
Further Assurances; Books and Records. From time to time after the Closing Date, the Company and Newco shall, and shall cause their respective Affiliates to, promptly execute and deliver, without consideration, such documents as any of them may reasonably request, including, without limitation, assignment and assumption agreements with respect to the Assumed Contracts, deeds, bills of sale, consents and other instruments in addition to those specified in this Agreement, in such form as may be appropriate, or take any additional actions, in each case, if reasonably necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement, to more effectively transfer, convey and assign to Newco or the Company (or to more effectively record or evidence the same), and to put Newco or the Company in actual possession and control of, in the case of Newco, the Other Businesses and the Other Business Assets, free and clear of Encumbrances that are Excluded Liabilities other than Permitted Encumbrances, and, in the case of the Company, the U.S. Government Business and the Excluded Assets, free and clear of Encumbrances that are Assumed Liabilities other than Permitted Encumbrances, and to cause Newco, in the case of Assumed Liabilities, and the Company, in the case of Excluded Liabilities, to effectively assume (or to more effectively record or evidence the same) such liabilities, including, without limitation, using commercially reasonable efforts to obtain any necessary third-party consents or approvals; provided that any costs and expenses incurred to obtain any such consent or approval shall be borne by the Parties in accordance with Section 4.02(f). In addition, each Party shall promptly provide the other Party with copies of all Books and Records owned or controlled by such Party to the extent that they are related to the Other Businesses, in the case of such Books and Records held by the Company or the U.S. Government Subsidiaries, or the U.S. Government Business, in the case of such Books and Records held by Newco or the Other Subsidiaries, and to the extent they already exist, including upon either Party’s reasonable request. In the case of such Books and Records to be delivered to either Party that are maintained in electronic format, such Books and Records shall be delivered in an electronic format reasonably requested by the requesting Party to the extent practicable.
Further Assurances; Books and Records. From time to time after the Closing Date, the Contributors and Newco will, and will cause their respective Affiliates to, promptly execute and deliver, without consideration, such documents as any of them may reasonably request, including, without limitation, assignment and assumption agreements with respect to the Contracts, deeds, bills of sale, consents and other instruments in addition to those specified in this Agreement, in such form as may be appropriate, or take any additional actions, if reasonably necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement to more effectively transfer, convey and assign to Newco, and to put Newco in actual possession and control of, the Jif/Crisco Assets, including without limitation obtaining any necessary third party consents or approvals. In addition, Contributors shall promptly provide Newco with copies of books and records to the extent that they are related to the Jif/Crisco Business and to the extent they already exist, upon Newco's reasonable request.
Further Assurances; Books and Records. From time to time at Buyer's request (whether at or after the Closing) and without further consideration, Vitallo and Seller will execute and deliver such further instruments of conveyance and transfer as Buyer may reasonably request in order to effectively convey and transfer the Assets.
Further Assurances; Books and Records. (i) From time to time, as and when requested by any Party hereto, any other Party will execute and deliver, or cause to be executed and delivered, all such documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement (but without increasing any such parties’ obligations hereunder), including such documents and instruments to change contact information regarding the Company with the Secretary of State of the state of its formation and state(s) where it is qualified to do business, the Internal Revenue Service, any other necessary Governmental Authorities, and any homeowners’ associations where the Properties are located. The terms of this paragraph shall survive Closing.
(ii) To the extent not delivered prior to the Closing, Seller shall, from time to time, as and when requested by Purchaser, deliver to Purchaser all books, records, data, rental history, and property and Tenant files associated with the Properties, the Companies, or the Acquired Assets that are in the possession of Seller, provided that Seller may retain copies consistent with customary document retention policies.
Further Assurances; Books and Records. From time to time at Buyer's request (whether at or after the Closing) and without further consideration, Seller and all the Shareholders will execute and deliver such further instruments of conveyance and transfer as Buyer may reasonably request in order to effectively convey and transfer the Assets.
Further Assurances; Books and Records. (a) From time to time after the Execution Date, (i) Seller shall execute and deliver to Purchaser such other documents and instruments, provide such materials and information and take such other actions as Purchaser may reasonably request to more effectively transfer title to the Purchased Assets in accordance with Law and, to the full extent permitted by Law, to transfer to Purchaser actual possession and operating control of the Purchased Assets and Books and Records, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Related Agreements; and (ii) Purchaser shall execute and deliver to Seller such other documents and instruments, provide such materials and information and take such other actions as Seller may reasonably request to more effectively transfer title to the Purchased Assets in accordance with Law and, to the full extent permitted by Law, to cause Purchaser to accept delivery of actual possession and operating control of the Purchased Assets and Books and Records, and otherwise to cause Purchaser to fulfill its obligations under this Agreement and the Related Agreements.
(b) Notwithstanding anything to the contrary contained in this Article VIII, if the Parties are in an adversarial relationship in any litigation or arbitration, the furnishing of information, documents or records in accordance with any provision of this Section shall be subject to applicable rules relating to discovery.
