Common use of Further Assurances; Post-Closing Cooperation Clause in Contracts

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the Assets, and, to the fullest extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointly.

Appears in 2 contracts

Samples: Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.), Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.)

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Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Operative Agreements.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Voxware Inc), Asset Purchase Agreement (Gp Strategies Corp)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the AssetsCompany Shares, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets Business and the Company, to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller the Company to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Related Agreements.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heafner Tire Group Inc)

Further Assurances; Post-Closing Cooperation. (ab) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the Acquired Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Acquired Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Operative Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acorn Products Inc)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s request and without further consideration, Seller and Stockholder shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets (as contemplated herein and to assist Purchaser in exercising all rights the extent consistent with respect thereto, this Agreement and otherwise to cause Seller to fulfill his obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointlythe Operative Agreements).

Appears in 1 contract

Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaserthe Buyer’s request and without further consideration, the Seller shall execute and deliver to Purchaser the Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser the Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaserthe Buyer, and to confirm Purchaserthe Buyer’s title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser the Buyer in actual possession and operating control of the Assets and to assist Purchaser the Buyer in exercising all rights with respect thereto, and otherwise to cause the Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Ancillary Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Buying.com LLC)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, each Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause each Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Operative Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Graham Field Health Products Inc)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s reasonable request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Operative Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement

Further Assurances; Post-Closing Cooperation. (a) At any time or from From time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions consistent with this Agreement as Purchaser may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of to the Assets, Transferred Assets and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Transferred Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Operative Agreements.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bh Re LLC)

Further Assurances; Post-Closing Cooperation. (a) 8) At any time or from time to time after the Closing, at Purchaser’s reasonable request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Operative Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (MFC Development Corp)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets at the location at which the Business is currently conducted and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointly.

Appears in 1 contract

Samples: Asset Purchase Agreement (Graham Field Health Products Inc)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s Buyer's request and without further consideration, Seller shall execute and deliver to Purchaser Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to PurchaserBuyer, and to confirm Purchaser’s Buyer's title to, all of the Assets, and, to the fullest full extent permitted by Lawlaw, to put Purchaser Buyer in actual possession and operating control of the Business and the Assets and to assist Purchaser Buyer in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointly.

Appears in 1 contract

Samples: Pledge and Security Agreement (Genesis Media Group Inc /De/)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s request and sole cost and without further consideration, Seller Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the AssetsCompany Shares and Company Stock Derivatives, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets Company and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointly.

Appears in 1 contract

Samples: Stock Purchase Agreement (Theragenics Corp)

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Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at PurchaserBuyer’s request request, at no cost to Buyer and without further consideration, Seller shall execute and deliver to Purchaser Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser Buyer may reasonably deem necessary or desirable in order to more effectively to transfer, convey and assign to PurchaserBuyer, and to confirm PurchaserBuyer’s title to, all of the Assets, Purchased Assets and, to the fullest full extent permitted by Lawlaw, to put Purchaser Buyer in actual possession and operating control of the Assets Purchased Assets, and to assist Purchaser Buyer in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointly.

Appears in 1 contract

Samples: Asset Purchase Agreement (Taleo Corp)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the Business and the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his their obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Operative Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Procyte Corp /Wa/)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the Assets, and, to the fullest extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointly.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bentley Pharmaceuticals Inc)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the Purchased Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Purchased Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointly.assist

Appears in 1 contract

Samples: Asset Purchase Agreement (Lsi Logic Corp)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s Purchaser request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill his its obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Transaction Documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Veritec Inc)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the AssetsShares, and, to the fullest extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets Business and to assist Purchaser in exercising all rights with respect theretoto the Shares, and otherwise to cause Seller and the Company to fulfill his their respective obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller Agreement and Purchaser jointlythe Operative Agreements.

Appears in 1 contract

Samples: Purchase Agreement (Standard Automotive Corp)

Further Assurances; Post-Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser’s 's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser’s 's title to, all of the Assets, and, to the fullest full extent permitted by Law, to put Purchaser in actual possession and operating control of the Business and the Assets (as contemplated herein and to assist Purchaser in exercising all rights the extent consistent with respect thereto, this Agreement and otherwise to cause Seller to fulfill his obligations under this Agreement, including but not limited to, filings with any regulatory agencies to be made by Seller alone, or by Seller and Purchaser jointlythe Operative Agreements).

Appears in 1 contract

Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)

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