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 request of the Purchaser and without further consideration, the Seller will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Purchaser may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby and to vest in the Purchaser good and marketable 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, without further cost or expense to the Purchaser. (b) The Seller will cooperate with 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 Seller will further cooperate with the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Seller will confer on a regular and reasonable basis with one or more representatives of 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 that it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in Article 5 and Article 6 hereof.

Further Assurances; Cooperation; Notification. (a) Each party 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, Party 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 the Purchaser Buyer and without further consideration, the Seller Company and the Shareholder will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Purchaser Buyer may reasonably deem necessary or desirable in order to more effectively consummate the transactions Transactions contemplated hereby hereby, including, but not limited to closing, transferring or changing the signatory to bank accounts and to vest in the Purchaser good and marketable 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, without further cost or expense to the Purchaserother financial accounts. (b) The Seller will cooperate with 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 Seller will further cooperate with the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Seller will confer on a regular and reasonable basis with one or more representatives of 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 Party will promptly notify the other in writing of the occurrence of any event that which it reasonably believes will or may result in a failure by such party Party to satisfy the conditions specified in this Article 5 VI. (c) Beginning from the Agreement Date through the Closing Date, the Shareholder may supplement or amend the Disclosure Schedules with respect to any matter arising during that period or of which the Shareholder becomes aware of after the Agreement Date, which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Upon Buyer’s request, the Shareholder shall promptly make available to Buyer any documentation or information relating to each such Schedule Supplement. Upon receipt of such request from Buyer, the Shareholder may request, subject to Buyer’s approval which shall not to be unreasonably delayed, withheld or conditioned, an extension of five (5) days to prepare and provide such additional documentation or information relating to each such Schedule Supplement. Upon receipt of such Schedule Supplements, Buyer shall have ten (10) Business Days to review and comment upon the same, and provided the Schedule Supplements are not determined by Buyer in its reasonable discretion and pursuant to the terms of this Agreement to have a Material Adverse Effect on the transaction, and such Schedule Supplements are approved by Buyer, in its sole and absolute discretion, the Buyer, the Shareholder and the Company shall enter into an amendment to this Agreement to reflect such amended Disclosure Schedules. Nothing contained in this Section 6.5(c) shall limit the Buyer’s rights under Article 6 hereofV if Shareholder’s supplement or amendment to the Disclosure Schedules sets forth any action or omission causing or that would reasonably be expected to have a Material Adverse Effect on the Business of the Company, whether caused by an action or omission of (i) the Shareholder (ii) any member of the board of directors or officer of the Company, or (iii) otherwise.

Further Assurances; Cooperation; Notification. (a) Each party 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, Party 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 the Purchaser Buyer and without further consideration, the Seller Company and the Shareholder will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Purchaser Buyer may reasonably deem necessary or desirable in order to more effectively consummate the transactions Transactions contemplated hereby hereby, including, but not limited to closing, transferring or changing the signatory to bank accounts and to vest in the Purchaser good and marketable 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, without further cost or expense to the Purchaserother financial accounts. (b) The Seller will cooperate with 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 Seller will further cooperate with the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Seller will confer on a regular and reasonable basis with one or more representatives of 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 Party will promptly notify the other in writing of the occurrence of any event that which it reasonably believes will or may result in a failure by such party Party to satisfy the conditions specified in this Article 5 VI. The Buyer will provide the Shareholder with reasonable updates on the status of obtaining the Financing required to satisfy the financing condition specified above in Section 5.3(d). (c) Beginning from the Agreement Date through the Closing Date, the Seller may supplement or amend the Disclosure Schedules with respect to any matter arising during that period or of which the Sellers become aware of after the Agreement Date, which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Upon Buyer’s request, the Seller shall promptly make available to Buyer any documentation or information relating to each such Schedule Supplement. Upon receipt of such request from Buyer, the Sellers may request, subject to Buyer’s approval which shall not to be unreasonably delayed, withheld or conditioned, an extension of five (5) days to prepare and provide such additional documentation or information relating to each such Schedule Supplement. Upon receipt of such Schedule Supplements, Buyer and Buyer’s lender shall have ten (10) Business Days to review and comment upon the same, and provided the Schedule Supplements are not determined by Buyer in its reasonable discretion and pursuant to the terms of this Agreement to have a Material Adverse Effect on the transaction, and such Schedule Supplements are approved by Buyer’s lender, in its sole and absolute discretion, the Buyer and Seller shall enter into an amendment to this Agreement to reflect such amended Disclosure Schedules. Nothing contained in this Section 6.5(c) shall limit the Buyer’s rights under Article 6 hereofV if Seller’s supplement or amendment to the Disclosure Schedules sets forth any action or omission causing or that would reasonably be expected to have a Material Adverse Effect on the Business of the Company, whether caused by an action or omission of (i) the Shareholder (ii) any member of the board of directors or officer of the Company, or (iii) otherwise.

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 request of the Purchaser and without further consideration, the Seller will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Purchaser may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby and to vest in the Purchaser good and marketable 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, without further cost or expense to the Purchaser. (b) The Seller will cause the Seller's management to cooperate with 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 Seller will further cooperate with the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Seller will cause the Seller's management to confer on a regular and reasonable basis with one or more representatives of 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 that which it reasonably believes will or may result in a failure by such party to satisfy the conditions specified in this Article 5 and Article 6 hereof4.

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 the Purchaser Parent and without further consideration, the Seller Company and the Shareholders will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Purchaser Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby and to vest in the Purchaser good and marketable 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, without further cost or expense to the Purchaserhereby. (b) The Seller Shareholders will cause the Company to cooperate with the Purchaser Parent 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 Seller Company will further cooperate with the Purchaser Parent to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Seller Company will confer on a regular and reasonable basis with one or more representatives of the Purchaser 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 Each party will promptly notify the other in writing in accordance with Section 9.5 of this Agreement if it becomes actually aware prior to Closing of the occurrence need to amend the Disclosure Schedule or the Parent Disclosure, as the case may be, regarding a representation, warranty, covenant or agreement on the part of the party providing the notification ("PRE-CLOSING AMENDMENT"). Any such notice of a Pre-Closing Amendment will be clearly and prominently labeled as a "Notice of Amendment " and will identify the section(s) of this Agreement that are the subject of the Pre-Closing Amendment and will describe the facts and circumstances constituting such amendment with reasonable particularity. Any Pre-Closing Amendment that a party discloses pursuant to this Section 4.7(c) may not be the basis for any event that it reasonably believes will indemnification Claim under Section 8 or may result in the basis for asserting a failure post-Closing default or breach by such party to satisfy the conditions specified in Article 5 and Article 6 hereofparty.

Further Assurances; Cooperation; Notification. (a) Each party 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, Party 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 the Purchaser Buyer and without further consideration, the Seller Companies and the Shareholders will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Purchaser Buyer may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby Transaction, including, but not limited to closing, transferring or changing the signatory to bank accounts and to vest in the Purchaser good and marketable 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, without further cost or expense to the Purchaserother financial accounts. (b) The Seller will cooperate with 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 Seller will further cooperate with the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Seller will confer on a regular and reasonable basis with one or more representatives of 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 Party will promptly notify the other in writing of the occurrence of any event that which it reasonably believes will or may result in a failure by such party Party to satisfy the conditions specified in this Article 5 VI. (c) The Buyer will provide the Shareholders with reasonable updates on the status of obtaining the Financing required to satisfy the financing condition specified above in Section 5.3(d). (d) Beginning from the Agreement Date through the Closing Date, the Shareholders may supplement or amend the Disclosure Schedules with respect to any matter arising during that period or of which the Shareholders become aware of after the Agreement Date, which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Upon Buyer’s request, the Shareholders shall promptly make available to Buyer any documentation or information relating to each such Schedule Supplement. Upon receipt of such request from Buyer, the Shareholders may request, subject to Buyer’s approval which shall not to be unreasonably delayed, withheld or conditioned, an extension of five (5) days to prepare and provide such additional documentation or information relating to each such Schedule Supplement. Upon receipt of such Schedule Supplements, Buyer and Buyer’s lender, if applicable, shall have ten (10) Business Days to review and comment upon the same, and provided the Schedule Supplements are not determined by Buyer in Buyer’s reasonable discretion and pursuant to the terms of this Agreement to have a Material Adverse Effect on the Transaction, and such Schedule Supplements are approved by Buyer’s lender, if applicable, in its reasonable discretion, the Buyer, the Shareholders and the Companies shall enter into an amendment to this Agreement to reflect such amended Disclosure Schedules. Nothing contained in this Section 6.5(c) shall limit the Buyer’s rights under Article 6 hereofV if Shareholders’ supplement or amendment to the Disclosure Schedules sets forth any action or omission causing or that would reasonably be expected to have a Material Adverse Effect on the Business of the Companies, whether caused by an action or omission of (i) the Shareholders, (ii) any member of the board of directors or officer of the Companies, or (iii) otherwise.

Further Assurances; Cooperation; Notification. (a) Each party hereto willParty shall, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party Party or partiesParties, as the case may be, may reasonably require in order to carry out the purposes and 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 request of the Purchaser and without further consideration, the Seller will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Purchaser may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby and to vest in the Purchaser good and marketable 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, without further cost or expense to the Purchaser. (b) The Seller Without limiting the foregoing, at the written request of the Stockholder, Parent will execute one or more warrant purchase agreements with the Stockholder, the Company, Golden Gaming and the Warrantholders designated by the Stockholder in the form presented by the Stockholder and reasonably approved by Parent (such approval not to be unreasonably withheld, conditioned or delayed) (each, a “Warrant Purchase Agreement”), providing for, at each Warrantholder’s election, either the purchase of the applicable Golden Gaming Warrants by the Company in exchange for cash or the purchase of the applicable Golden Gaming Warrants by Parent in exchange for the issuance by Parent to such Warrantholders of validly issued, fully paid and nonassessable shares of Parent Common Stock, in each case effective immediately prior to (but conditional upon) the consummation of the Merger. With respect to each Warranthholder who elects to receive shares of Parent Common Stock under a Warrant Purchase Agreement, the Warrant Purchase Agreement will contain customary private placement representations from such Warrantholder substantially in the form of the Stockholder Investment Representations and a waiver by such Warrantholder of the right to receive its pro rata share of any Jamul Distributions otherwise distributable with respect to Warrantholder Shares held by Warrantholders on the record date for such Jamul Distribution. (c) During the Interim Period, subject to Applicable Law, the Parties shall cooperate with the Purchaser each other to promptly develop plans for the management of the Business businesses of Parent and the Surviving Corporation after the Closing, including without limitation plans relating to productivity, marketing, operations and improvements, and the Seller will Parties shall further cooperate with the Purchaser each other to provide for the implementation of such plans as soon as practicable after the Closing. Subject During the Interim Period, subject to applicable Applicable Law, the Seller will Parties shall confer with each other on a regular and reasonable basis with one or more representatives of the Purchaser to report on material operational matters and the general status of ongoing operationsoperations of such Party. (cd) At all times from During the date hereof until the ClosingInterim Period, each party will Party shall promptly notify the other Party in writing of the occurrence of any event that which it reasonably believes will or may is reasonably likely to result in a failure by such party Party to satisfy the conditions specified in Article 5 Articles 6 or 7 of this Agreement, as applicable. (e) After the determination of the number of Merger Consideration Shares and Article 6 hereofprior to the Effective Time, the Parent Board of Directors, or an appropriate committee of non-employee directors thereof, shall adopt such resolutions as may be reasonably requested by the Stockholder to cause any acquisitions of Parent Common Stock under this Agreement by the Stockholder to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Further Assurances; Cooperation; Notification. (a) Each party 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, Party 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 the Purchaser Buyer and/or TLSS and without further consideration, the Seller Company and the Shareholder will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Purchaser Buyer and/or TLSS may reasonably deem necessary or desirable in order to more effectively consummate the transactions Transactions contemplated hereby hereby, including, but not limited to closing, transferring or changing the signatory to bank accounts and to vest in the Purchaser good and marketable 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, without further cost or expense to the Purchaserother financial accounts. (b) The Seller will cooperate with 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 Seller will further cooperate with the Purchaser to provide for the implementation of such plans as soon as practicable after the Closing. Subject to applicable Law, the Seller will confer on a regular and reasonable basis with one or more representatives of 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 Party will promptly notify the other in writing of the occurrence of any event that which it reasonably believes will or may result in a failure by such party Party to satisfy the conditions specified in this Article 5 VI. The Buyer will provide the Shareholder with reasonable updates on the status of obtaining the Financing required to satisfy the financing condition specified above in Section 5.3(d). (c) Beginning from the Agreement Date through the Closing Date, the Shareholder may supplement or amend the Disclosure Schedules with respect to any matter arising during that period or of which the Shareholder becomes aware of after the Agreement Date, which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Upon Buyer’s request, the Shareholder shall promptly make available to Buyer any documentation or information relating to each such Schedule Supplement. Upon receipt of such request from Buyer, the Shareholder may request, subject to Buyer’s approval which shall not to be unreasonably delayed, withheld or conditioned, an extension of five (5) days to prepare and provide such additional documentation or information relating to each such Schedule Supplement. Upon receipt of such Schedule Supplements, Buyer and Buyer’s lender shall have ten (10) Business Days to review and comment upon the same, and provided the Schedule Supplements are not determined by Buyer and/or TLSS in their respective reasonable discretion and pursuant to the terms of this Agreement to have a Material Adverse Effect on the transaction, and such Schedule Supplements are approved by Buyer’s lender, in its sole and absolute discretion, the Buyer, TLSS, the Shareholder and the Company shall enter into an amendment to this Agreement to reflect such amended Disclosure Schedules. Nothing contained in this Section 6.5(c) shall limit the Buyer’s or TLSS’s rights under Article 6 hereofV if Shareholder’s supplement or amendment to the Disclosure Schedules sets forth any action or omission causing or that would reasonably be expected to have a Material Adverse Effect on the Business of the Company, whether caused by an action or omission of (i) the Shareholder (ii) any member of the board of directors or officer of the Company, or (iii) otherwise.