Common use of Further Assurances; Cooperation; Notification Clause in Contracts

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby. (b) The Company will cooperate with Parent to promptly develop plans for the management of the business after the Closing, including without limitation plans relating productivity, marketing, operations and improvements, and the Company will further cooperate with Parent to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Company will confer on a regular and reasonable basis with one or more representatives of Parent to report on operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 4.

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent Buyer and without further consideration, the Company and Sellers will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent Buyer may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated herebyhereby and to vest in the Buyer good and marketable title to the Shares without further cost or expense to the Buyer. (b) The Sellers will cause the Company will to cooperate with Parent Buyer to promptly develop plans for the management of the business after the Closing, including including, without limitation limitation, plans relating to productivity, marketing, operations and improvements, and the Company will further cooperate with Parent Buyer to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Company Sellers will confer on a regular and reasonable basis with one or more representatives of Parent Buyer to report on material operational matters and the general status of ongoing operations. This obligation of Sellers shall terminate at Closing. (c) At all times from the date hereof until the Closing, each party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 4.

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby. (b) The Company and Parent will cooperate with Parent work together to promptly develop plans for the management of the business after the Closing, including without limitation plans relating productivity, marketing, operations and improvements, and the Company and Parent will further cooperate with Parent work together to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Company will confer on a regular and reasonable basis with one or more representatives of Parent to report on operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 4.

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after the Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the express intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent the Purchaser and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent the Purchaser may reasonably deem necessary or desirable in order to more effectively consummate transfer, convey and assign to the transactions contemplated herebyPurchaser, and to confirm the Purchaser's title to, all of the Assets, to put the Purchaser in actual possession and operating control thereof and to assist the Purchaser in exercising all rights with respect thereto. (b) The Between the date hereof and the Closing, the Company will shall cooperate with Parent the Purchaser to promptly develop plans for the management of the business businesses after the Closing, including without limitation plans relating to productivity, marketing, operations and improvements, and the Company will shall further cooperate with Parent the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject Between the date hereof and the Closing, and subject to applicable Law, the Company will shall confer on a regular and reasonable basis with one or more representatives of Parent the Purchaser to report on material operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will shall promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 45 and Article 6 hereof.

Further Assurances; Cooperation; Notification. (a) Each party hereto willshall, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement including the satisfaction of all conditions contained in Articles 5 and 6 of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby. (b) The To the extent permitted by Applicable Law and provided that Parent is not in material breach of this Agreement and not otherwise prohibited by any contract to which the Company will is a party, the Company shall cooperate with Parent to promptly develop plans for the management of the business businesses after the Closing, including including, without limitation limitation, plans relating to productivity, marketing, operations and improvements, and the Company will shall further cooperate with Parent to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable LawApplicable Law and any other confidentiality obligations, the Company will shall confer on a regular and reasonable basis with one or more representatives of Parent to report on material operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will shall promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may is reasonably likely to result in a failure by such party to satisfy the conditions specified in this Article 4Articles 5 or 6, as applicable.

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after the Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent the Purchaser and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent the Purchaser may reasonably deem necessary or desirable in order to more effectively consummate transfer, convey and assign to the transactions contemplated herebyPurchaser, and to confirm the Purchaser's title to, all of the Assets, to put the Purchaser in actual possession and operating control thereof and to assist the Purchaser in exercising all rights with respect thereto. (b) The Prior to the Closing, the Company will cooperate with Parent Noble and the Purchaser to promptly develop plans for the management of the business after the Closing, including without limitation plans relating to productivity, marketing, operations and improvements, and the Company will further cooperate with Parent Noble and the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, prior to the Closing the Company will confer on a regular and reasonable basis with one or more representatives of Parent Noble or the Purchaser to report on material operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 4Section 5 and Section 6 hereof.

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent Buyer and without further consideration, the Company and Seller will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent Buyer may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated herebyhereby and to vest in the Buyer good and marketable title to the Shares without further cost or expense to the Buyer. (b) The Seller will cause the Company will to cooperate with Parent Buyer to promptly develop plans for the management of the business after the Closing, including including, without limitation limitation, plans relating to productivity, marketing, operations and improvements, and the Company will further cooperate with Parent Buyer to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Company Seller will confer on a regular and reasonable basis with one or more representatives of Parent Buyer to report on material operational matters and the general status of ongoing operations. This obligation of Seller shall terminate at Closing. (c) At all times from the date hereof until the Closing, each party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 4.

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent Buyer and without further consideration, the Company and Sellers will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent Buyer may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated herebyhereby and to vest in the Buyer good and marketable title to the Shares without further cost or expense to the Buyer. (b) The Sellers will cause the Company will to cooperate with Parent Buyer to promptly develop plans for the management of the business after the Closing, including without limitation plans relating to productivity, marketing, operations and improvements, and the Company will further cooperate with Parent Buyer to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Company Sellers will confer on a regular and reasonable basis with one or more representatives of Parent Buyer to report on material operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 4.

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent the Purchaser and without further consideration, the Seller and Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent the Purchaser may reasonably deem necessary or desirable in order to more effectively consummate the transactions transaction contemplated hereby. The Purchaser, on or before the Closing shall enter into an agreement for services with RND Resources, Inc. to, among other things, use the service of Dave Banerjee as a prixxxxxx xx xxx Company. (b) The Seller and Company will cause the Company to cooperate with Parent the Purchaser to promptly develop plans for the management of the business after the Closing, including without limitation plans relating to productivity, marketing, operations and improvements, and the Company will further cooperate with Parent to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Company will confer on a regular and reasonable basis with one or more representatives of Parent to report on operational matters and the general status of ongoing operations. (c) At all times from the date hereof of this Agreement until the Closing, each party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 4.

Further Assurances; Cooperation; Notification. (a) Each party hereto willshall, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement including the satisfaction of all conditions contained in Articles 5 and 6 of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby. (b) The Company will shall cooperate with Parent to promptly develop plans for the management of the business businesses after the Closing, including without limitation plans relating to productivity, marketing, operations and improvements, and the Company will shall further cooperate with Parent to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Applicable Law, the Company will shall confer on a regular and reasonable basis with one or more representatives of Parent to report on material operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will shall promptly notify the other in writing of the occurrence or non-occurrence of any event which it reasonably believes will or may is reasonably likely to result in a failure by such party to satisfy the conditions specified in this Article 4Articles 5 or 6 hereof, as applicable.

Further Assurances; Cooperation; Notification. (a) Each party hereto willshall, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement including the satisfaction of all conditions contained in Articles 6 and 7 of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby. (b) The Company will shall cooperate with Parent to promptly develop plans for the management of the business businesses after the Closing, including without limitation plans relating to productivity, marketing, operations and improvements, and the Company will shall further cooperate with Parent to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Applicable Law, the Company will shall confer on a regular and reasonable basis with one or more representatives of Parent to report on material operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will shall promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 46 and Article 7 hereof.

Further Assurances; Cooperation; Notification. (a) Each party hereto will, before, at and after the Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent the Purchaser and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent the Purchaser may reasonably deem necessary or desirable in order to more effectively consummate transfer, convey and assign to the transactions contemplated herebyPurchaser, and to confirm the Purchaser’s title to, all of the Assets, to put the Purchaser in actual possession and operating control thereof and to assist the Purchaser in exercising all rights with respect thereto. (b) The Prior to the Closing, the Company and the Principal will cooperate with Parent the Purchaser to promptly develop plans for the management of the business Business after the Closing, including without limitation plans relating to productivity, marketing, operations and improvements, and the Company will further cooperate with Parent the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, prior to the Closing the Company will confer on a regular and reasonable basis with one or more representatives of Parent the Purchaser to report on material operational matters and the general status of ongoing operations. (c) At all times from the date hereof until the Closing, each party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 4Section 5 and Section 6 hereof.