Further Assurances; Information Clause Samples

Further Assurances; Information. Both before and after the Closing Date, each Party will cooperate in good faith with each other parties and will take all appropriate action and execute any agreement, instrument or other writing of any kind which may be reasonably necessary or advisable to carry out and confirm the transactions contemplated by this Agreement.

Further Assurances; Information. (a) On the Delivery Date, Lessee shall cause this Lease and the Lease Supplement to be duly filed at the FAA. In addition, Lessee will promptly and duly execute and deliver to Lessor and any assignee of Lessor permitted under Section 13.3 hereof such other documents and assurances, and will take such further actions as Lessor or any such assignee may from time to time reasonably request in order to carry out more effectively the intent and purposes of this Lease and to establish and protect the rights and remedies created or intended to be created hereunder in favor of Lessor and any such assignee, including, without limitation, if requested by Lessor, at the expense of Lessee, the execution and delivery of supplements or amendments hereto, subjecting to this Lease any airframe or engine substituted for an Airframe or any Engine, and the recording or filing of counterparts thereof in accordance with the laws of such jurisdictions as Lessor may from time to time reasonably deem advisable. (b) Lessee covenants to furnish to Lessor such information concerning the business, assets and financial condition of Lessee as Lessor may reasonably request and, without request, furnish to Lessor: (i) within forty-five (45) days of the end of each fiscal quarter, Lessee's financial statements for such quarter and the fiscal year to date prepared in accordance with generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination ("GAAP"); (ii) within ninety (90) days of the end of each fiscal year, a copy of the audited annual report and accompanying consolidated financial statements of Lessee prepared in accordance with GAAP, certified by Lessee's independent accountants, and accompanied by a certificate of a Responsible Officer to the effect that, after due investigation and inquiry, no Default has occurred and is continuing hereunder; and 57 (iii) as soon as possible after any Responsible Officer has knowledge of the occurrence of a Default, notice to Lessor thereof.

Further Assurances; Information. (a) The parties agree (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. (b) From and after the Closing, Seller will be allowed, upon reasonable request, to inspect and copy at Seller’s expense the business records and accounts of the Surviving Corporation that were in existence as of the Closing Date, and Purchaser agrees with Seller that the Surviving Corporation shall not destroy or abandon any business records or accounts of the Company that were in existence as of the Closing Date except upon thirty (30) days’ advance written notice to Seller for a period of five (5) years thereafter. If Seller requests the surrender of such records or accounts, then the Surviving Corporation shall surrender, at Seller’s expense, such records or accounts so required rather than proceeding with such destruction.

Further Assurances; Information. (a) The parties agree (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. (b) From and after the Closing, Seller and its Representatives will be allowed, upon reasonable request, to inspect and copy at their expense the business records and accounts of the Company. Buyer agrees with Seller that the Company shall not destroy or abandon any business records or accounts relating to the Business except upon thirty (30) days’ advance written notice to Seller for a period of five (5) years thereafter. If Seller requests the surrender of such records or accounts, then the Company shall surrender, at Seller’s expense, such records or accounts so required rather than proceeding with such destruction. (c) From and after the Closing, Buyer, the Acquired Companies and their Representatives will be allowed upon reasonable request to inspect and copy at their expense the records of Seller and its Related Persons relating to the Acquired Companies and the Business through the Closing Date that are in the possession or control of Seller or any of its Related Persons and are not transferred to the Acquired Companies, including all financial records and tax returns relating to the Business. Seller agrees not to destroy or abandon any such records for a period of five (5) years following the Closing. (d) If at any time within three (3) years after the date of this Agreement, Buyer or any of its Related Persons proposes to register under the Securities Act of 1933, as amended, any securities in connection with any registered offering thereof and in connection therewith the Securities and Exchange Commission (“SEC”) makes any comments or requests any information with respect to accounting information presented in the registration statement pertaining to any period prior to the Closing Date, then Seller will cooperate fully in responding promptly to such comments or questions, and will use its reasonable best efforts to cause Seller’s Accountants to respond to comments on the relevant financial statements or to provide such information as the SEC requests in order to cause the SEC to declare effective such registration statement, at the expense of Buyer or its designated Related Persons, as the case may...

Further Assurances; Information. (a) Both before and after the Closing Date, each party will cooperate in good faith with each other party and will take all appropriate action and execute any agreement, instrument or other writing of any kind which may be reasonably necessary or advisable to carry out and confirm the transactions contemplated by this Agreement. (b) If at any time within 3 years of the date of this Agreement, Buyer or any of its Affiliates proposes to register under the Securities Act of 1933 any Securities in connection with any registered offering thereof and in connection therewith the Securities and Exchange Commission makes any comments or requests any information with respect to accounting information presented in the registration statement pertaining to any period prior to the Closing Date related to the Corporation, then Seller, at Buyer's sole expense, will cooperate fully in responding promptly to such comments or questions, and will request the Corporation's Accountants to respond (also at Buyer's sole expense) to comments on the relevant financial statements or to provide such information as the Securities and Exchange Commission requests in order to cause the Securities and Exchange Commission to declare effective such registration statement, at the expense of Buyer or its designated Affiliates, as the case may be. In addition, Seller will provide to any underwriters in connection with any such registration a comfort letter reasonably requested by such underwriter relating to financial information pertaining to any period prior to the Closing Date in accordance with SAS 72 upon receipt of consent from its auditors.

Further Assurances; Information. (a) Both before and after the Closing Date, each party will cooperate in good faith with each other party and will take all appropriate action and execute any agreement, instrument or other writing of any kind which may be reasonably necessary or advisable to carry out and confirm the transactions contemplated by this Agreement (including, but not limited to, obtaining consents or approvals to the Merger from any Person). (b) If at any time within three years of the date hereof, Buyer proposes to register under the Securities Act of 1933 any securities of Buyer in connection with any registered offering thereof and in connection therewith the Securities Exchange Commission makes any comments or requests any information with respect to accounting information presented in the registration statement pertaining to any period prior to the Closing Date, then the Principal Shareholders will use reasonable efforts to respond promptly to such comments or questions, and will use their reasonable best efforts to cause Target's Pre-Closing Accountants to respond to comments on the relevant financial statements or to provide such information as the Securities Exchange Commission requests in order to cause the Securities Exchange Commission to declare effective such registration statement, at the expense of Buyer or its designated Affiliates, as the case may be. In addition, the Principal Shareholders shall use their best efforts to provide to any underwriters in connection with any such registration a comfort letter requested by such underwriter relating to financial information pertaining to any period prior to the Closing Date in accordance with SAS 72. Gast ▇▇▇o agrees to make himself reasonably available upon reasonable notice for discussions with representatives of underwriters in connection with any such proposed registration. In connection with any information or cooperation provided by any Principal Shareholder pursuant to this Section 9.3(b), IDEX shall pay all reasonable out-of-pocket costs incurred by such Principal Shareholder and shall provide to such Principal Shareholder customary protections and indemnities.

Further Assurances; Information. Bacterin shall, shall cause each of its Affiliates to, and shall use commercially reasonable efforts to cause any Contract Counterparties and Sublicensees to, at Bacterin’s expense, furnish, execute and deliver such additional documents, certificates, instruments, and statements, provide such additional data and information, and perform such additional acts, in each case, as may be reasonably requested by ROS in connection with, or in furtherance of, any of the provisions of this Royalty Agreement.

Further Assurances; Information. (a) The parties agree (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. (b) From and after the Closing, Seller and its Representatives will be allowed, upon reasonable request, to inspect and copy at their expense the business records and accounts of the Company. Buyer agrees with Seller that the Company shall not destroy or abandon any business records or accounts relating to the Business except upon thirty (30) days’ advance written notice to Seller for a period of five (5) years thereafter. If Seller requests the surrender of such records or accounts, then the Company shall surrender, at Seller’s expense, such records or accounts so required rather than proceeding with such destruction.

Further Assurances; Information. 62 9.4 Access to Records and Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 9.5 Director and Officer Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 9.6 Environmental Remediation Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64