Further Assurances of Purchaser. Purchaser shall, from time to time at the request of Seller, and without further consideration, execute and deliver such instruments of assumption, and take such other action, as may be reasonably necessary to effectively confirm the assumption by Purchaser of the Assumed Liabilities.
Further Assurances of Purchaser. From and after the Closing Date, Purchaser shall afford to Seller and its attorneys, accountants and other representatives access, during normal business hours, to such Books and Records relating to the Business as may reasonably be required in connection with the preparation of financial information or Tax Returns for periods concluding on or prior to the Closing Date. Purchaser shall cooperate in all reasonable respects with Seller with respect to its former interest in the Business and in connection with financial account closing and reporting and claims and litigation asserted by or against third parties, including, but not limited to, making employees available at reasonable times to assist with, or provide information in connection with financial account closing and reporting and claims and litigation, provided that Seller reimburses Purchaser for its reasonable out-of-pocket expenses (including costs of employees so assisting) in connection therewith.
Further Assurances of Purchaser. On and after the Closing Date, Purchaser shall give such further assurances to Seller and upon Seller's request shall execute, acknowledge and deliver all such acknowledgments and other instruments and take such further action as may be necessary and appropriate to effectively relieve and discharge Seller from any obligations remaining under the Branch Deposits; provided, however, that Purchaser need not incur any material costs or expenses in connection with the undertakings contained in this sentence unless Seller agrees to bear such costs or expenses. In particular, and without limiting the foregoing:
(a) Purchaser will remit to Seller promptly after receipt by Purchaser after the Closing Date at any of its offices all amounts intended for deposit to accounts at Seller which were not transferred to Purchaser pursuant to the Agreement; and
(b) With respect to checks or drafts drawn against accounts of Seller which were not transferred to Purchaser pursuant to this Agreement, Purchaser will cooperate with Seller and take all reasonable steps requested by Seller to ensure that, on and after the Closing Date, each such item which is coded for presentment to Purchaser or to any bank for the account of Purchaser is delivered to Seller in a timely manner and in accordance with applicable law and clearing house rules or agreement.
Further Assurances of Purchaser. From and after the Closing Date, Purchaser shall afford to Seller and its attorneys, accountants and other representatives access, during normal business hours, to such books and records relating to the Projects and Documents as may reasonably be required in connection with the preparation of financial information or tax returns for periods concluding on or prior to the Closing Date.
Further Assurances of Purchaser. From and after the Closing Date, Purchaser shall afford to Seller and its attorneys, accountants and other representatives access, during normal business hours, to such Books and Records relating to the Business as may reasonably be required in connection with the preparation of financial information or Tax Returns for periods concluding on or prior to the Closing Date. Purchaser shall cooperate in all reasonable respects with Seller with respect to its former interest in the Business and in connection with financial account closing and reporting and claims and litigation asserted by or against third parties, including, but not limited to, making Purchaser's employees available at reasonable times to assist with, or provide information in connection with financial account closing and reporting and
Further Assurances of Purchaser. From and after the Closing Date, Purchaser shall afford to Seller and its attorneys, accountants and other representatives access, during normal business hours, to such Books and Records as may reasonably be required in connection with the preparation of financial information for periods concluding on or prior to the Closing Date. Purchaser shall cooperate in all reasonable respects with Seller with respect to its former interest in its business and in connection with financial account closing and reporting and claims and litigation asserted by or against third parties, including, but not limited to, making employees available to assist with, or provide information in connection with financial account closing and reporting and claims and litigation, PROVIDED, that Seller reimburses Purchaser for its reasonable out-of-pocket expenses (including costs of employees so assisting) in connection therewith.
Further Assurances of Purchaser. From and after the Applicable Closing Date, Purchaser shall afford to HHC and its attorneys, accountants and other representatives access, during normal business hours, to such Books and Records relating to the Business as may reasonably be required in connection with the preparation of financial information or tax returns for periods concluding on or prior to the Applicable Closing Date. Purchaser shall cooperate in all reasonable respects with HHC with respect to its former interest in the Business and in connection with financial account closing and reporting and claims and litigation asserted by or against third parties, including, but not limited to, making Purchaser's employees available at reasonable times to assist with, or provide information in connection with financial account closing and reporting and claims and litigation, provided that HHC reimburses Purchaser for its reasonable out-of-pocket expenses (including costs of employees so assisting) in connection therewith.
Further Assurances of Purchaser. From and after the Closing Date, Purchaser shall afford to Seller and its attorneys, accountants and other representatives access, during normal business hours, to such Books and Records and other information relating to the Business as may reasonably be required in connection with the preparation of financial information or Tax Returns for periods concluding on or prior to the Closing Date and/or in connection with any other matter pertaining to the Business or the Purchased Assets which relates, in whole or in part, to a period of time prior to the Closing Date. Purchaser shall cooperate in all reasonable respects with Seller with respect to its former interest in the Business and in connection with financial account closing and reporting and claims and litigation asserted by or against third parties, including, but not limited to, making Purchaser's employees available at reasonable times to assist with, or provide information in connection with financial account closing and reporting and claims and litigation, provided that Seller reimburses Purchaser for its reasonable out-of-pocket expenses (including costs of employees so assisting) in connection therewith.
Further Assurances of Purchaser. Purchaser shall at any time on or after the Closing Date cooperate with Seller by furnishing any additional information, executing and delivering any additional documents and/or instruments and doing any and all such other things as may be reasonably required by Seller or its counsel to consummate or otherwise implement the transactions contemplated by this Agreement.
Further Assurances of Purchaser. Purchaser shall, from time to time at the reasonable request of Sellers, and without further consideration, execute and deliver such instruments of assumption, and take such other action, as may be reasonably necessary to effectively confirm the assumption by Purchaser of the Assumed Liabilities. After the Closing Date, Purchaser will handle all product returns and warranty returns for the Products. All product returns and warranty returns for Products shipped by Sellers prior to the Closing Date shall be an item for which Purchaser may seek indemnification from Sellers pursuant to the provisions of Article XI of this Agreement.
