Further Assurances of Seller. From and after the Closing Date, Seller shall, at the request of Purchaser, execute, acknowledge and deliver to Purchaser, without further consideration, all such further assignments, conveyances, endorsements, deeds, special powers of attorney, consents and other documents, and take such other action, as Purchaser may reasonably request (i) to transfer to and vest in Purchaser, and protect its rights, title and interest in, all the Purchased Assets and (ii) otherwise to consummate the transactions contemplated by this Agreement. In addition, from and after the Closing Date, Seller shall afford Purchaser and its attorneys, accountants and other representatives access, during normal business hours, to any Books and Records relating to the Business that Seller may retain as may reasonably be required in connection with the preparation of financial information or tax returns of Purchaser.
Further Assurances of Seller. On and after the Closing Date, Seller shall (i) give such further assistance to Purchaser and shall execute, acknowledge and deliver all such bills of sale, deeds, acknowledgments and other instruments and take such further action as may be necessary and appropriate effectively to vest in Purchaser full, legal and equitable title to the Assets, and (ii) use its best efforts to assist Purchaser in the orderly transition of the liabilities being acquired by Purchaser; provided, however, that Seller need not incur any material costs or expenses in connection with the undertakings contained in this sentence unless such costs or expenses are paid by Purchaser. In particular, and without limiting the foregoing: (a) Seller will remit to Purchaser promptly after receipt by Seller after the Closing Date at any of its other offices all amounts intended for deposit to the accounts which are part of the Branch Deposits or otherwise relating to the Branch Deposits; and (b) With respect to checks or drafts drawn against accounts which are Branch Deposits, Seller will cooperate with Purchaser and take all reasonable steps requested by Purchaser to ensure that, on and after the Closing Date, each such item which is coded for presentment to Seller or to any bank for the account of Seller is delivered to Purchaser in a timely manner and in accordance with applicable law and clearing house rules or agreement; and (c) After Closing, Seller shall assist Purchaser for a period of 30 days in any research reasonably requested by Purchaser with respect to Branch Loans and Branch Deposits.
Further Assurances of Seller. Seller shall, from time to time, at the request of Purchaser, and without further consideration, execute and deliver such instruments of transfer, conveyance and assignment in addition to those delivered pursuant to 7.3 hereof, and take such other actions, as may be reasonably necessary to assign, transfer, convey and vest in Purchaser, and to put Purchaser in possession of, the Purchased Assets.
Further Assurances of Seller. From and after the Applicable Closing Date, each Seller shall, at the request of Purchaser, execute, acknowledge and deliver to Purchaser, without further consideration, all such further assignments, conveyances, endorsements, deeds, special powers of attorney, consents and other documents, and take such other action, as Purchaser may reasonably request (i) to transfer to and vest in Purchaser, and protect its rights, title and interest in, all the Purchased Assets and (ii) otherwise to consummate the transactions contemplated by this Agreement.
Further Assurances of Seller. Seller shall, upon the request of Buyer from time to time after the Closing, execute and deliver, and use its best efforts to cause other Persons to execute and deliver, all such further documents and instruments, and will do or use its best efforts to cause to be done such other acts, as Buyer may reasonably request in order to consummate more completely and make effective the transactions contemplated hereby.
Further Assurances of Seller. From and after the Closing Date, Seller shall, at the request of Purchaser, execute, acknowledge and deliver to Purchaser, without further consideration, all such further assignments, conveyances, endorsements, deeds, special powers of attorney, consents and other documents, and take such other action, as Purchaser may reasonably request (i) to transfer to and vest in Purchaser, and protect its rights, title and interest in, all the Purchased Assets and (ii) otherwise to consummate the transactions contemplated by this Agreement. In addition, from and after the Closing Date, Seller shall afford Purchaser and its attorneys, accountants and other representatives access, during normal business hours, to any Books and Records relating to the Business that Seller may retain as may reasonably be required in connection with the preparation of financial information or tax returns of Purchaser, provided that Purchaser reimburses Seller for its reasonable out-of-pocket expenses in connection therewith. 44 56 13.9. 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 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 Seller. Seller agrees as follows:
(a) Seller will (i) cooperate with Buyer in obtaining any consents or approvals by any third party or government authority or agency required or deemed desirable by Buyer in connection with the consummation of the transactions contemplated by this Agreement, (ii) act in good faith and use commercially reasonable efforts to fulfill or cause to be fulfilled each of the conditions precedent to Buyer’s obligations set forth in Section 7.1 hereof on or prior to the Closing Date and (iii) perform each of the acts and things required to be performed by them hereunder at or prior to the Closing; and
(b) Seller shall execute and deliver or cause to be executed and delivered such further instruments and take such other action as Buyer may reasonably require to more effectively carry out the transfer of the common stock owned by Seller and the consummation of the matters contemplated by this Agreement.
Further Assurances of Seller. Seller shall at any time or from time to time after the Closing Date, at the request of Purchaser and without further consideration, execute and deliver to Purchaser such instruments of transfer, conveyance and assignment in addition to those delivered pursuant to Sections 2.1 and 9.3 hereof, provide such material and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to assign, transfer, convey and vest title in Purchaser, and to put Purchaser in possession and operating control of, the Assets, and to assist Purchaser in exercising all rights with respect thereto, including but not limited to obtaining any and all required consents of third parties which Seller has not obtained as of the Closing Date and taking all necessary action to register the copyrights in and to all of the Products.
Further Assurances of Seller. Seller shall, from time to time, at the request of Purchaser, and without further consideration, execute and deliver such instruments of transfer, conveyance and assignment in addition to those delivered pursuant to Sections 2.1 and 9.3 hereof, and take such other actions, as may be reasonably necessary to assign, transfer, convey and vest in Purchaser, and to put Purchaser in possession of, the Assets, including but not limited to obtaining any and all required consents of third parties which Seller has not obtained as of the Closing Date. Seller shall use its reasonable commercial efforts to obtain for Purchaser any and all consents of third parties, as required under Section 6.4 which Seller has not obtained as of the Closing Date.
Further Assurances of Seller. At any time and from time to time on and after the Closing Date, Seller shall, at the request of Buyer, execute and deliver, or cause to be executed and delivered, all such deeds, documents, and further instruments of, and take or cause to be taken all such other actions, as Buyer may reasonably deem necessary or desirable in order to fully and effectively vest in the Buyer, or to confirm Buyer’s title to and possession of, the WIN Obligations.
