Further Assurances; Post Closing Assistance Sample Clauses

Further Assurances; Post Closing Assistance. At the Closing, and from time to time thereafter, each Seller Party shall, at the request of Buyer and subject to Section 2.3, take all action necessary to put Buyer in actual possession and operating control of the Purchased Assets, and shall execute and deliver to Buyer such further instruments of assignment, consent, transfer, and conveyance, and take such other actions, as Buyer or counsel for Buyer may reasonably request, in order more effectively to transfer and convey the Purchased Assets and the Business to Buyer. Each Seller Party shall, at the request of Buyer, cooperate with Buyer in sending a notice to Seller’s customers and suppliers to assist Buyer in continuing to enjoy good relationships with such customers and suppliers.
Sample 1
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Further Assurances; Post Closing Assistance. At the Closing, and from time to time thereafter, Seller and Stockholder shall, at the request of Buyer, take all action necessary to put Buyer in actual possession and operating control of the Purchased Assets, and shall execute and deliver to Buyer such further instruments of assignment, consent, transfer and conveyance, and take such other actions, as Buyer or counsel for Buyer may reasonably request, in order more effectively to transfer and convey the Purchased Assets and the Business to
Sample 1
Further Assurances; Post Closing Assistance. At the Closing, and from time to time thereafter, Sellers shall, at the request of Buyer take whatever action that Buyer or counsel for Buyer may reasonably request, in order to more effectively transfer and convey the Shares to the Buyer and aid Buyer in the continued operation of the Business of the Company. Sellers shall, at the request of Buyer, cooperate with Buyer in sending a notice to Company's customers and suppliers to assist Buyer in continuing to enjoy good relationships with such customers and suppliers.
Sample 1
Further Assurances; Post Closing Assistance. At the Closing, and from time to time thereafter, Seller shall, at the request of Buyer, take all action necessary to put Buyer in actual possession and operating control of the Purchased Assets and the Business, and shall execute and deliver to Buyer such further instruments of assignment, consent, transfer and conveyance, and take such other actions, as Buyer or counsel for Buyer may reasonably request, in order more effectively to transfer and convey the Purchased Assets and the Business to Buyer. Seller shall, at the request of Buyer and at Buyer’s cost, cooperate with Buyer in sending a notice to Seller's customers and suppliers to assist Buyer in continuing to enjoy good relationships with such customers and suppliers, subject to applicable law. Through November 30, 2014, Seller shall cooperate with Buyer in causing emails (i) addressed to those employees of Seller being employed by Buyer under Section 7.10 hereof and (ii) sent to a Seller-related email address to be forwarded to email addresses at Buyer as specified by Buyer. The provisions of Section 5.10(e) and 5.10(g) are incorporated herein by reference.
Sample 1
Further Assurances; Post Closing Assistance. At the Closing, and from time to time thereafter, Seller and Seller's Shareholders shall, at the request of Buyer, take all action necessary to put Buyer in actual possession and operating control of the Purchased Assets, and shall execute and deliver to Buyer such further instruments of assignment, consent, transfer and conveyance, and take such other actions, as Buyer or counsel for Buyer may reasonably request, in order more effectively to transfer and convey the Purchased Assets and the Business to Buyer. Seller shall, at the request of Buyer, cooperate with Buyer in sending a notice to Seller's customers and suppliers to assist Buyer in continuing to enjoy good relationships with such customers and suppliers. Without limiting the foregoing, with respect to any Contract for which a consent or assignment is required but not obtained, Seller and Seller's Shareholders shall, at the request of Buyer and at their own expense, cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits and obligations of or under any such Contract, including enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation thereof by such third party.
Sample 1
Further Assurances; Post Closing Assistance. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) 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. Seller agrees (i) to provide such account and other administrative services to the Company for a reasonable period of time after the Closing to enable the business of the Company to be carried on in an orderly manner during the transition and (ii) to provide to the Company at or promptly after the Closing, in electronic format suitable for future use by the Company, all accounting, employee and similar records, in each case at the expense of Buyer.
Sample 1
Further Assurances; Post Closing Assistance. At the Closing, and from time to time thereafter, Seller and the Seller Shareholders shall, at the request of Buyer or Acquisition Sub, take all action necessary to put Acquisition Sub in actual possession and operating control of the Purchased Assets, and shall execute and deliver to Acquisition Sub such further instruments of assignment, consent, transfer, and conveyance, and take such other actions, as Buyer, Acquisition Sub or counsel for Buyer or Acquisition Sub may reasonably request, in order more effectively to transfer and convey the Purchased Assets to Acquisition Sub. Seller and Seller Shareholders shall, at the request of Buyer or Acquisition Sub, similarly assist Acquisition Sub in relation to the Assumed Liabilities. Seller or Seller Shareholders shall, at the request of Buyer or Acquisition Sub, cooperate with Buyer or Acquisition Sub in sending a notice to Seller's customers and suppliers to assist Buyer in continuing to enjoy good relationships with such customers and suppliers. Seller or Seller Shareholders shall, at the request of Buyer, assist Buyer or Acquisition Sub in relation to any issues that might arise with relation to any litigation referred to in Section 5.6, any action by any shareholders of the Seller or any other matter relating to Seller that arises from an event or cause that existed prior to Closing.
Sample 1
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Related to Further Assurances; Post Closing Assistance

  • Further Assurances; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • Further Assurances and Post-Closing Covenants (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents.

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

  • 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.

  • Further Assurances, etc The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will

  • Post-Closing Assistance (a) From and after the Closing Date, upon the request of either Buyer or Seller, the parties hereto shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out or effectuate the Transactions.

  • Further Assurances; Cooperation Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions herein pursuant to and in the manner contemplated by this Agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.

  • Further Assurances and Consents In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (b) take, or cause to be taken, all actions, and do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain any consents and approvals, make any filings and applications and remove any liens, claims, equity or other encumbrance on an Asset of the other Party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such consents, approvals and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the Party or its Group or the business thereof.

  • Further Assurances and Cooperation Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Parties may reasonably request to effect the terms of this Agreement.

  • Further Assurances and Corrective Instruments Issuer and Company agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Agreement.

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