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.
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. (a) From time to time, without further consideration, the Seller will, at the expense of the Purchaser, execute and deliver such documents to the Purchaser as the Purchaser may reasonably request in order more effectively to consummate the transactions contemplated hereby. From time to time, without further consideration, the Purchaser will, at the expense of the Seller, execute and deliver such documents as the Sellers may reasonably request in order more effectively to consummate the transactions contemplated hereby. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each party to this Agreement will take or cause its proper officers and directors to take all such necessary action. If, in order to properly prepare either documents to be filed with any Governmental Entity or its financial statements, it is necessary that any party hereto be furnished with additional information relating to the Company or the Business and such information is in possession of any of the other parties hereto, such party or parties agree to use its/their commercially reasonable efforts to furnish such information to the requesting party without cost or expense to the requesting party. After the Closing, except to the extent otherwise noted, each of the Seller, on the one hand, and the Purchaser on the other hand, shall, to the extent reasonably requested by the other, (i) assist in the preparation of Tax returns relating to the Company or the Business, (ii) cooperate in preparing any audits by or disputes with any Governmental Entity, including but not limited to, regarding any Tax returns, (iii) at any time after the execution of the Agreement, assist in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Company or the Business, 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 Company or the Business, and (v) furnish copies of correspondence received from any Governmental Entity in connection with any Tax audit or information request relating to the Company or Business.
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 38
Further Assurances; Books and Records. From time to time at TKZ's request (whether at or after the Closing) and without further consideration, Xxxxxx will execute and deliver such further instruments of conveyance and transfer as TKZ may reasonably request in order to effectively convey and transfer the Membership Interests.
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. 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. 10.03
Further Assurances; Books and Records. (a) Subject to the terms and conditions of this Agreement, from and after the Closing, each of Horizon OP and Sun shall take all appropriate actions and execute and deliver to the other such further assurances, documents, instruments or conveyances of any kind as may be necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements and the Horizon Transactions. Without limiting the generality of the foregoing, subject to the terms and conditions of this Agreement (i) to the extent any of the Books and Records or other Acquired Assets are in the possession, custody or control of one or more of the Sellers or their Affiliates after the Closing Date, the Sun Parties shall promptly deliver or cause to be delivered to Horizon OP or the applicable Horizon Subsidiary all such Books and Records (which, if maintained by Sun or its Affiliates in an electronic format, Sun or such Affiliates shall deliver to Horizon OP or the applicable Horizon Subsidiary in an electronic format reasonably requested by Horizon OP or such Subsidiary) and other Acquired Assets, (ii) to the extent any Excluded Assets are in the possession, custody or control of one or more of the Horizon Parties or their Affiliates after the Closing Date, the Horizon Parties shall, at Sun’s sole expense, use reasonable best efforts to promptly deliver or cause to be delivered to Sun or the applicable Retained Subsidiary such Excluded Assets and (iii) each Sun Party shall, and shall cause the other Retained Subsidiaries to, promptly deliver to Horizon OP any mail (physical, electronic or otherwise), facsimile or other correspondence or communication received by such Sun Party or Retained Subsidiary following the Closing Date with respect to the Acquired Business. For the purposes of this Agreement, “
Further Assurances; Books and Records. Transferor and Transferee agree to execute any and all documents and instruments of transfer, assignment, assumption or novation and to perform such other acts as may be reasonably necessary or expedient to further the purposes of this Agreement and the transactions contemplated by this Agreement. For a period of at least three years after the Closing Date (as defined in the Merger Agreement), or the later of the applicable statute of limitations for books and records relating to Taxes (as defined in the Merger Agreement), Transferee shall retain the books and records that constitute Transferred Assets. During the three-year period after the Closing Date (as defined in the Merger Agreement), or the later of the applicable statute of limitations for books and records relating to Taxes (as defined in the Merger Agreement), Transferee shall provide Transferor (and its successors and permitted assigns) and its authorized accountants, counsel and other designated representatives, promptly after receipt of a written request, reasonable access during normal business hours to the books and records that Transferee is required to retain pursuant to the terms of this Section 8, subject to appropriate restrictions for privileged or confidential information.
